Intellectual Property License Agreement Template for Philippines

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Key Requirements PROMPT example:

Intellectual Property License Agreement

"I need an Intellectual Property License Agreement for licensing our proprietary software and related technology to Philippine distributors, with exclusive territory rights and a 5% royalty on gross sales, planned to commence from March 2025."

Document background
The Intellectual Property License Agreement is essential for businesses and organizations operating in the Philippines who wish to legally authorize others to use their intellectual property or acquire rights to use third-party IP. This document is particularly relevant given the Philippines' robust IP protection framework and growing innovation ecosystem. The agreement must comply with the Intellectual Property Code of the Philippines and related regulations, including the Technology Transfer Act for government-funded IP. It typically includes detailed provisions on license scope, territory, royalties, quality control, and enforcement mechanisms, tailored to meet both local legal requirements and international best practices. The document is crucial for technology transfer, brand licensing, software deployment, and various other commercial arrangements involving intellectual property rights in the Philippine market.
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, overview of the IP being licensed, and the parties' intentions

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

4. Grant of License: Scope of the license, including type (exclusive/non-exclusive), territory, and field of use

5. License Fees and Payment Terms: Financial terms including royalties, payment schedules, and calculation methods

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

7. Quality Control: Standards and requirements for using the licensed IP, including approval processes

8. Confidentiality: Provisions for protecting confidential information exchanged during the license relationship

9. Term and Termination: Duration of the agreement, renewal options, and grounds for termination

10. Post-Termination Obligations: Parties' obligations after the agreement ends, including return of materials and continuing confidentiality

11. Warranties and Representations: Statements about IP ownership, right to license, and other fundamental assurances

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

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

Optional Sections

1. Sublicensing Rights: Include when licensee is permitted to sublicense the IP to third parties

2. Improvements: Include when parties anticipate developments or improvements to the licensed IP

3. Source Code Escrow: Include for software licenses where source code access might be needed

4. Technology Transfer: Include when technical assistance or training is required for IP implementation

5. Export Control: Include when IP or related technology may be subject to export regulations

6. Data Protection: Include when licensed IP involves processing of personal data

7. Competition Compliance: Include when license terms might affect market competition

8. Localization Requirements: Include when IP needs to be adapted for local Philippine market

Suggested Schedules

1. Schedule A - Licensed IP: Detailed description of the intellectual property being licensed, including registration numbers

2. Schedule B - Technical Specifications: Technical details, standards, and requirements for the licensed IP

3. Schedule C - Quality Control Guidelines: Specific quality standards and monitoring procedures

4. Schedule D - Royalty Calculations: Detailed methodology for calculating royalties and other payments

5. Schedule E - Approved Forms of IP Usage: Examples and guidelines for acceptable use of the licensed IP

6. Schedule F - Territory Definition: Detailed description of geographic scope and any territorial restrictions

7. Appendix 1 - Contact Details: Key contacts for both parties for various aspects of the agreement

8. Appendix 2 - Reporting Templates: Standard forms for required reports and notifications

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

Entertainment

Media

Consumer Goods

Education

Research and Development

Fashion

Automotive

Electronics

Telecommunications

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Commercial

Technical

Compliance

Finance

Marketing

Product Development

Innovation

Operations

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Chief Technology Officer

Research and Development Director

Business Development Manager

Commercial Director

Chief Executive Officer

Innovation Manager

Patent Attorney

Technology Transfer Officer

Compliance Officer

Contract Manager

Brand Manager

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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