Intellectual Property Licence Template for Philippines

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Key Requirements PROMPT example:

Intellectual Property Licence

"I need an Intellectual Property Licence agreement for an exclusive software license between my tech company based in Manila and a multinational corporation, with a five-year term starting March 1, 2025, including source code escrow provisions and specific quality control requirements."

Document background
This Intellectual Property Licence template is designed for use in the Philippines when one party (the licensor) wishes to grant another party (the licensee) the right to use specific intellectual property rights while retaining ownership. The document is structured to comply with Philippine IP laws, particularly the Intellectual Property Code (RA 8293) and the Technology Transfer Act (RA 10055). It is suitable for licensing various forms of IP including patents, trademarks, copyrights, and trade secrets. The agreement includes essential provisions required by Philippine law such as technology transfer regulations, competition law compliance, and mandatory registration requirements where applicable. It can be customized for exclusive or non-exclusive licensing arrangements and includes specific provisions for quality control, revenue sharing, and dispute resolution under Philippine jurisdiction.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee, including their legal status and registered addresses

2. Background: Context of the agreement, brief description of the intellectual property, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific IP-related terminology

4. Grant of License: Specific rights being granted, scope of the license (exclusive/non-exclusive), territory, and field of use

5. Term and Duration: Period of the license, commencement date, and any renewal provisions

6. Payment Terms: License fees, royalties, payment schedule, and calculation methods

7. Protection of IP Rights: Obligations regarding IP protection, maintenance of registrations, and handling of infringement

8. Quality Control: Standards for use of the IP and quality maintenance requirements

9. Confidentiality: Provisions for protecting confidential information shared during the license period

10. Warranties and Representations: Warranties regarding IP ownership, right to license, and non-infringement

11. Indemnification: Indemnification obligations of both parties regarding IP use and infringement

12. Termination: Grounds for termination, termination process, and post-termination obligations

13. General Provisions: Standard clauses including governing law, dispute resolution, and notices

Optional Sections

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties

2. Improvements: Include when dealing with patents or technical IP where improvements may be developed

3. Source Code Escrow: Include for software licenses where source code protection is required

4. Export Control: Include when licensed IP may be subject to export control regulations

5. Marketing and Promotion: Include for trademark licenses or when specific marketing requirements exist

6. Technology Transfer: Include when technical training or support is part of the license arrangement

7. Moral Rights: Include for copyright licenses where moral rights are relevant

8. Competition Compliance: Include when license terms might raise competition law concerns

Suggested Schedules

1. Schedule 1: Licensed Intellectual Property: Detailed description of the IP being licensed, including registration numbers

2. Schedule 2: Technical Specifications: Technical details, specifications, or standards related to the licensed IP

3. Schedule 3: Quality Control Standards: Specific quality standards and testing procedures

4. Schedule 4: Royalty Calculations: Detailed methodology for calculating royalties and examples

5. Schedule 5: Approved Sub-licensees: List of pre-approved sub-licensees if applicable

6. Appendix A: Form of Royalty Report: Template for regular royalty reporting

7. Appendix B: Brand Guidelines: Guidelines for use of licensed trademarks or branding

8. Appendix C: Territory Map: Geographical definition of licensed territory if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Manufacturing

Pharmaceuticals

Biotechnology

Media and Entertainment

Fashion and Luxury Goods

Research and Development

Education

Telecommunications

Consumer Products

Industrial Design

Creative Industries

Gaming and Entertainment

Healthcare

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Commercial

Executive Leadership

Technology

Innovation

Compliance

Product Development

Licensing

Corporate Strategy

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Licensing Manager

Chief Technology Officer

Research and Development Director

Business Development Manager

Commercial Director

Chief Executive Officer

Technology Transfer Officer

Patent Attorney

Trademark Attorney

Contract Manager

Innovation Manager

Legal Counsel

Compliance Officer

Product Development Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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