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License And Royalty Agreement

License And Royalty Agreement Template for Philippines

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Key Requirements PROMPT example:

License And Royalty Agreement

"I need a License and Royalty Agreement for licensing our proprietary software to a Philippine subsidiary of a Japanese tech company, with a 5% royalty on net sales and quarterly reporting requirements, starting March 1, 2025."

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Document background
The License And Royalty Agreement is a crucial document used when one party wishes to grant another party the right to use their intellectual property while maintaining ownership and receiving compensation through royalties. This agreement type is particularly important in the Philippine business context, where it must comply with the Intellectual Property Code of the Philippines (Republic Act No. 8293) and related regulations. It's commonly used for technology transfer, brand licensing, patent licensing, and software licensing arrangements. The document typically includes detailed provisions on payment calculations, reporting requirements, quality control measures, and compliance with Philippine technology transfer regulations. It's essential for businesses engaging in IP commercialization, especially when dealing with cross-border licensing arrangements subject to Philippine foreign investment and technology transfer laws.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including description of the intellectual property and parties' objectives

3. Definitions: Detailed definitions of key terms used throughout the agreement

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

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Royalty Payments: Payment terms, calculation methods, currency, and payment schedule

7. Reporting and Audit Rights: Requirements for financial reporting and licensor's audit rights

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

9. Intellectual Property Protection: Obligations regarding IP protection, maintenance, and enforcement

10. Representations and Warranties: Parties' assertions regarding IP ownership, authority to contract, and other material facts

11. Confidentiality: Protection of confidential information exchanged during the agreement

12. Indemnification: Parties' obligations to protect each other from third-party claims

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. General Provisions: Standard clauses including notices, assignment, and amendment procedures

Optional Sections

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

2. Improvements: Include when parties anticipate technological improvements and need to address ownership and licensing of improvements

3. Export Control: Include for international licensing agreements subject to export regulations

4. Source Code Escrow: Include for software licensing agreements where source code protection is needed

5. Minimum Performance Requirements: Include when licensor requires minimum sales or usage levels

6. Training and Support: Include when licensor will provide technical support or training

7. Insurance Requirements: Include when specific insurance coverage is required for high-risk licenses

8. Competition Restrictions: Include when parties agree to non-compete provisions (subject to Philippine competition law)

Suggested Schedules

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

2. Schedule B - Royalty Calculations: Detailed formula and examples for calculating royalties

3. Schedule C - Quality Control Standards: Specific quality requirements and testing procedures

4. Schedule D - Reporting Templates: Standard forms for periodic royalty reports

5. Schedule E - Technical Specifications: Technical details of licensed technology or processes

6. Schedule F - Territory Definition: Detailed description of geographic territories covered by the license

7. Appendix 1 - Approved Use Guidelines: Guidelines for proper use of licensed IP

8. Appendix 2 - Contact Information: Key contacts for both parties for various purposes under the agreement

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Affiliate
Background IP
Commencement Date
Confidential Information
Documentation
Effective Date
Field of Use
Gross Revenue
Improvements
Initial Term
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patent Rights
Renewal Term
Reporting Period
Royalty Rate
Royalty Period
Sublicense
Sublicensee
Technical Information
Term
Third Party
Trademarks
Trade Secrets
Working Day
Quality Standards
Minimum Performance Requirements
Force Majeure Event
Intellectual Property Office of the Philippines
Philippine Peso
Technology Transfer Payment
Quarterly Report
Annual Report
Clauses
Definitions
Grant of License
Scope of License
Territory
Exclusivity
Term
Termination
Royalty Payments
Payment Terms
Reporting Requirements
Audit Rights
Quality Control
Performance Obligations
Intellectual Property Protection
Confidentiality
Non-Competition
Representations and Warranties
Indemnification
Insurance
Force Majeure
Assignment
Sublicensing
Improvements
Technical Support
Training
Documentation
Record Keeping
Compliance with Laws
Dispute Resolution
Governing Law
Amendment
Notices
Severability
Entire Agreement
Third Party Rights
Export Control
Technology Transfer
Data Protection
Local Content Requirements
Foreign Exchange
Relevant Industries

Technology

Manufacturing

Pharmaceuticals

Entertainment

Media

Software Development

Biotechnology

Consumer Goods

Telecommunications

Research and Development

Educational Services

Fashion and Apparel

Food and Beverage

Automotive

Electronics

Relevant Teams

Legal

Intellectual Property

Finance

Research and Development

Business Development

Compliance

Operations

Commercial

Technology Transfer

Innovation

Executive Leadership

Accounting

Corporate Strategy

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Chief Technology Officer

Business Development Manager

Finance Director

Compliance Officer

Research and Development Director

Commercial Director

Contract Manager

Innovation Manager

Technology Transfer Officer

Chief Financial Officer

Chief Executive Officer

Operations Manager

Industries
Intellectual Property Code of the Philippines (Republic Act No. 8293): Primary legislation governing intellectual property rights in the Philippines, including patents, trademarks, copyrights, and technology transfer arrangements
Civil Code of the Philippines (Republic Act No. 386): Governs general contract formation, obligations, and contractual relationships between parties
National Internal Revenue Code (Republic Act No. 8424): Regulates taxation aspects of royalty payments, including withholding tax requirements on royalties
Technology Transfer Act of 2009 (Republic Act No. 10055): Provides framework for technology transfer and commercialization of intellectual property, particularly relevant for licensing agreements
Foreign Investments Act (Republic Act No. 7042): Relevant if the license agreement involves foreign parties, governing foreign investment and technology transfer arrangements
Rules and Regulations on Voluntary Licensing (IPOPHL Administrative Order No. 19-003): Specific regulations from IP Office of the Philippines governing voluntary licensing arrangements
Competition Act (Republic Act No. 10667): Ensures licensing agreements do not create unfair competition or monopolistic practices
Central Bank Regulations on Foreign Exchange Transactions: Governs international payments and remittance of royalties to foreign entities
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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