Master License Agreement for Philippines

Master License Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that establishes the terms and conditions under which one party (the licensor) grants another party (the licensee) the right to use specific intellectual property. This agreement serves as an umbrella framework for subsequent licensing arrangements and covers key aspects including IP rights, usage terms, territorial restrictions, payment provisions, quality control measures, and compliance with Philippine intellectual property laws. The document incorporates specific requirements under the Intellectual Property Code of the Philippines (Republic Act No. 8293) and related regulations, while providing flexibility for various types of IP licensing arrangements.

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What is a Master License Agreement?

The Master License Agreement is a fundamental legal instrument used when one party wishes to establish a comprehensive framework for licensing intellectual property rights to another party in the Philippines. This document is particularly crucial when parties anticipate multiple or ongoing licensing arrangements and need a standardized approach to govern their relationship. The agreement must comply with Philippine legislation, particularly the Intellectual Property Code (Republic Act No. 8293), the Technology Transfer Act (Republic Act No. 10055), and relevant provisions of the Civil Code. It typically includes detailed provisions on IP rights management, commercialization terms, quality control, reporting requirements, and dispute resolution mechanisms. The Master License Agreement serves as an umbrella agreement that can be supplemented by specific license schedules or addenda for individual IP assets or technologies.

What sections should be included in a Master License Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names and addresses

2. Background: Context of the agreement, relationship between parties, and general purpose of the licensing arrangement

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

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, payment schedules, reporting requirements, and audit rights

6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements or derivatives

7. Confidentiality: Protection of confidential information exchanged between parties

8. Representations and Warranties: Statements of fact and promises made by each party regarding the licensed IP and their authority

9. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination

10. Post-Termination Obligations: Rights and obligations that survive termination

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

12. General Provisions: Standard clauses including force majeure, entire agreement, amendments, and notices

What sections are optional to include in a Master License Agreement?

1. Quality Control: Include when licensed IP requires specific quality standards or brand guidelines

2. Sublicensing Rights: Include when licensee may be granted rights to sublicense to third parties

3. Source Code Escrow: Include for software licenses where source code access may be required under specific conditions

4. Data Protection: Include when licensed products or services involve processing personal data

5. Technical Support and Maintenance: Include when ongoing support or maintenance is part of the license

6. Export Control: Include when licensed items may be subject to export regulations

7. Insurance: Include when specific insurance coverage is required for the licensed activities

8. Minimum Performance Requirements: Include when licensee must meet specific performance or sales targets

What schedules should be included in a Master License Agreement?

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

2. Schedule B - License Fees and Royalty Calculations: Detailed breakdown of all financial terms, including calculation methods

3. Schedule C - Technical Specifications: Technical details of licensed technology or products

4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures

5. Schedule E - Service Level Agreement: Performance metrics and service standards if applicable

6. Schedule F - Approved Sublicensees: List of pre-approved sublicensees if applicable

7. Schedule G - Territory Restrictions: Detailed description of territorial scope and any restrictions

8. Appendix 1 - Form of Reports: Templates for required periodic reports

9. Appendix 2 - Trademark Usage Guidelines: Specific requirements for use of licensed trademarks

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

Jurisdiction

Philippines

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Software Development

Manufacturing

Pharmaceuticals

Entertainment

Media

Telecommunications

Biotechnology

Consumer Goods

Retail

Education

Research and Development

Healthcare

Industrial Design

Fashion and Apparel

Relevant Teams

Legal

Intellectual Property

Business Development

Commercial

Research and Development

Operations

Compliance

Technology

Innovation

Corporate Affairs

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Licensing Manager

Contract Manager

Business Development Director

Chief Technology Officer

Innovation Director

Research and Development Manager

Commercial Director

Chief Executive Officer

Legal Counsel

Intellectual Property Manager

Technology Transfer Officer

Compliance Officer

Operations Director

Industries
Intellectual Property Code of the Philippines (Republic Act No. 8293): Primary legislation governing intellectual property rights, including patents, trademarks, copyrights, and technology transfer arrangements. Essential for defining the scope of licensed IP rights and their protection.
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental principles of contract law, including formation, validity, interpretation, and enforcement of contracts. Sets out basic requirements for binding agreements.
Electronic Commerce Act of 2000 (Republic Act No. 8792): Governs electronic transactions and recognition of electronic documents. Relevant if the license agreement involves digital content or online services.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and protection of personal data. Important if the licensed products or services involve processing personal information.
Consumer Act of the Philippines (Republic Act No. 7394): Provides protection for consumer rights and regulates business practices. Relevant if the license agreement involves consumer-facing products or services.
Technology Transfer Act of 2009 (Republic Act No. 10055): Governs technology transfer arrangements and provides framework for commercialization of intellectual property and technologies.
Rules and Regulations on Administrative Complaints for Violation of Laws involving Intellectual Property Rights: Provides procedures for IP rights enforcement and dispute resolution, which may be relevant for enforcement provisions in the license agreement.
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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