This Non-Transferable License agreement template is designed for use in the Philippine jurisdiction when a rights holder needs to grant specific usage permissions while maintaining strict control over their intellectual property. The document is particularly valuable in scenarios where the licensor wishes to maintain direct oversight of who can use their intellectual property, preventing any unauthorized transfer or sublicensing. It complies with Philippine intellectual property laws and regulations, including the Intellectual Property Code (Republic Act No. 8293) and relevant provisions of the Civil Code. The agreement is commonly used in technology licensing, software distribution, patent licensing, and other scenarios where controlled use of proprietary assets is essential. It includes comprehensive terms covering usage rights, restrictions, payment terms, and termination provisions, while emphasizing the non-transferable nature of the granted rights.
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1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Sets out the context of the agreement, including the ownership of the licensed property and the intention to grant a non-transferable license
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the exact rights being granted and explicitly states the non-transferable nature of the license
5. Scope of License: Details the permitted uses, territories, and any restrictions on the license
6. Non-Transfer Provisions: Explicitly outlines the prohibition on transfer, assignment, or sublicensing
7. License Fee and Payment Terms: Specifies the financial terms, including any recurring fees or royalties
8. Intellectual Property Rights: Confirms the ownership of IP and protections in place
9. Confidentiality: Sets out obligations regarding confidential information
10. Term and Termination: Specifies the duration of the license and circumstances for termination
11. Warranties and Representations: States the warranties provided by each party
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for disputes
1. Quality Control: Required when the licensed property needs to maintain certain quality standards
2. Technical Support: Include when the license includes provision of technical support or maintenance
3. Updates and Modifications: Necessary when the licensed property may be updated or modified during the term
4. Export Controls: Include when the licensed property may be subject to export regulations
5. Source Code Escrow: Required for software licenses where source code protection is needed
6. Data Protection: Include when personal data processing is involved in the license operation
7. Insurance: Required when specific insurance coverage is needed for the licensed activities
1. Schedule 1 - Licensed Property: Detailed description of the property being licensed, including any technical specifications
2. Schedule 2 - License Fees: Detailed breakdown of all applicable fees, payment schedules, and calculation methods
3. Schedule 3 - Technical Requirements: Specific technical requirements or specifications for using the licensed property
4. Schedule 4 - Service Levels: If applicable, detailed service level requirements and metrics
5. Appendix A - Authorized Users: List of authorized users or roles permitted to use the licensed property
6. Appendix B - Territories: Detailed list of geographic territories where the license is valid
Relevant legal definitions
Agreement
Affiliate
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
Licensed Property
Licensed Use
License Fee
License Term
Licensor Materials
Maintenance Services
Modifications
Notice
Permitted Purpose
Products
Restricted Territory
Royalty
Specifications
Support Services
Term
Territory
Third Party
Updates
Working Hours
Works
Affiliate
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
Licensed Property
Licensed Use
License Fee
License Term
Licensor Materials
Maintenance Services
Modifications
Notice
Permitted Purpose
Products
Restricted Territory
Royalty
Specifications
Support Services
Term
Territory
Third Party
Updates
Working Hours
Works
Clauses
Grant of License
Non-Transfer
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Governing Law
Dispute Resolution
Notices
Assignment
Compliance with Laws
Audit Rights
Quality Control
Performance Standards
Technical Support
Maintenance
Security Requirements
Data Protection
Export Control
Insurance
Entire Agreement
Severability
Amendment
Waiver
Survival
Non-Transfer
License Restrictions
Payment Terms
Intellectual Property Rights
Confidentiality
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Governing Law
Dispute Resolution
Notices
Assignment
Compliance with Laws
Audit Rights
Quality Control
Performance Standards
Technical Support
Maintenance
Security Requirements
Data Protection
Export Control
Insurance
Entire Agreement
Severability
Amendment
Waiver
Survival
Relevant Industries
Technology
Software Development
Manufacturing
Entertainment
Media & Publishing
Biotechnology
Pharmaceuticals
Research & Development
Education
Telecommunications
Industrial Design
Consumer Products
Healthcare
Automotive
Energy
Relevant Teams
Legal
Intellectual Property
Business Development
Commercial Operations
Research and Development
Licensing
Compliance
Technology Transfer
Product Development
Operations
Innovation
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Contract Administrator
Technology Transfer Officer
Commercial Director
Chief Legal Officer
IP Rights Manager
Operations Manager
Product Manager
Research Director
Innovation Manager
Compliance Officer
Chief Technology Officer
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