Master Use License Agreement Template for Philippines

The Master Use License Agreement serves as a foundational document for organizations seeking to establish comprehensive licensing arrangements in the Philippines. This agreement type is particularly relevant when a rights holder needs to grant usage rights to multiple parties or for multiple purposes while maintaining consistent terms and conditions. The document comprehensively addresses intellectual property rights, usage permissions, territorial restrictions, and compliance requirements under Philippine law, including adherence to the Intellectual Property Code of the Philippines (Republic Act No. 8293) and the E-Commerce Act (Republic Act No. 8792). It is designed to provide a balanced framework protecting both licensor and licensee interests while ensuring enforceability within the Philippine jurisdiction.

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

2. Background: Context of the agreement, nature of the licensed material, and general purpose of the licensing arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed Material', 'Territory', 'Term', and 'Authorized Use'

4. Grant of License: Scope of the license grant, including territory, duration, and whether exclusive or non-exclusive

5. License Restrictions: Specific limitations on use, prohibited activities, and restrictions on sublicensing

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

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

8. Representations and Warranties: Statements of fact and promises by both parties regarding their rights, capabilities, and compliance

9. Confidentiality: Protection of confidential information exchanged during the relationship

10. Term and Termination: Duration of agreement, renewal terms, and grounds for termination

11. Post-Termination Obligations: Actions required after agreement ends, including return of materials and surviving obligations

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for dispute resolution

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