Technical License Agreement Template for Philippines

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Key Requirements PROMPT example:

Technical License Agreement

"I need a Technical License Agreement for licensing our proprietary software automation technology to a Philippine manufacturing company, with exclusive rights in the ASEAN region and including provisions for technical support and quarterly royalty payments."

Document background
The Technical License Agreement serves as a crucial legal instrument for organizations seeking to transfer or acquire technical knowledge and intellectual property rights in the Philippines. This document is essential when a technology owner (licensor) wishes to grant another party (licensee) the right to use, implement, or commercialize specific technical innovations, processes, or intellectual property. It must comply with Philippine legislation, particularly the Intellectual Property Code (Republic Act No. 8293) and the Technology Transfer Act of 2009 (Republic Act No. 10055). The agreement typically covers detailed technical specifications, implementation procedures, quality standards, and commercial terms while addressing local regulatory requirements for technology transfer arrangements.
Suggested Sections

1. Parties: Identification of the Licensor and Licensee, including complete legal names, addresses, and registration details

2. Background: Context of the agreement, brief description of the technology, and parties' authority to enter into the agreement

3. Definitions: Detailed definitions of technical terms, licensed technology, territory, and other key terms used in the agreement

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

5. Technical Information and Support: Details of technical documentation, know-how, and support services to be provided

6. Technology Transfer Process: Steps and timeline for implementing the technology transfer

7. License Fees and Royalties: Payment terms, calculation of royalties, payment schedules, and audit rights

8. Intellectual Property Rights: Ownership of IP, improvements, and derivative works

9. Confidentiality: Protection of confidential information and trade secrets

10. Quality Control: Quality standards, inspection rights, and compliance requirements

11. Warranties and Representations: Warranties regarding IP ownership, right to license, and technology performance

12. Term and Termination: Duration, renewal terms, and termination rights

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

14. Governing Law and Dispute Resolution: Choice of Philippine law and dispute resolution mechanisms

Optional Sections

1. Manufacturing Rights: Include when the license includes rights to manufacture products using the technology

2. Export Restrictions: Include when there are territorial restrictions or export control requirements

3. Sub-licensing Rights: Include when the licensee is permitted to sub-license the technology

4. Competition Compliance: Include when there are specific competition law considerations

5. Government Approvals: Include when specific government registrations or approvals are required

6. Source Code Escrow: Include when the technology includes software components

7. Training Provisions: Include when specific training requirements are part of the technology transfer

Suggested Schedules

1. Schedule 1 - Licensed Technology: Detailed technical specifications and description of the licensed technology

2. Schedule 2 - Technical Documentation: List of all technical documents, manuals, and specifications to be provided

3. Schedule 3 - Implementation Plan: Timeline and milestones for technology transfer implementation

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

5. Schedule 5 - Quality Standards: Specific quality requirements and testing procedures

6. Schedule 6 - Support Services: Details of technical support and maintenance services

7. Appendix A - Required Government Registrations: List of necessary registrations and compliance requirements

8. Appendix B - Training Program: Details of any required training programs and materials

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

Information Technology

Manufacturing

Biotechnology

Pharmaceutical

Telecommunications

Automotive

Electronics

Energy

Agricultural Technology

Chemical Industry

Software Development

Healthcare Technology

Industrial Automation

Research and Development

Environmental Technology

Relevant Teams

Legal

Intellectual Property

Research and Development

Technical Operations

Business Development

Compliance

Technology Transfer

Innovation

Commercial

Engineering

Product Development

Quality Assurance

Regulatory Affairs

Relevant Roles

Chief Technology Officer

Intellectual Property Counsel

Technology Transfer Manager

Research and Development Director

Legal Counsel

Licensing Manager

Technical Director

Innovation Manager

Commercial Director

Chief Legal Officer

Patent Attorney

Technology Development Manager

Business Development Executive

Compliance Officer

Technical Operations 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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