Territory License Agreement for Philippines

Territory License Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that grants specific rights to operate, distribute, manufacture, or commercialize intellectual property within a defined territory. The document incorporates key provisions required under Philippine intellectual property and commercial laws, including compliance with the Intellectual Property Code (Republic Act No. 8293) and the Technology Transfer Act. It details the scope of licensed rights, territorial boundaries, commercial terms, quality control requirements, and obligations of both parties while ensuring alignment with local competition laws and regulatory requirements.

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What is a Territory License Agreement?

The Territory License Agreement is a crucial commercial document used when a rights holder (Licensor) wishes to grant another party (Licensee) the authority to exploit specific intellectual property rights within a defined geographic territory in the Philippines. This agreement type is particularly relevant for businesses expanding their presence in the Philippine market through local partners or for Philippine companies seeking to grant territorial rights to operators in specific regions. The agreement must comply with Philippine legislation, particularly the Intellectual Property Code and the Technology Transfer Act, while addressing key commercial terms such as exclusivity, royalties, quality control, and performance requirements. It serves as a comprehensive framework for managing territorial rights, ensuring proper commercialization of intellectual property, and maintaining control over brand reputation and product quality.

What sections should be included in a Territory License Agreement?

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

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

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Territory, Licensed Property, and Effective Date

4. Grant of License: Scope of the license, including territory limitations, exclusivity status, and permitted uses

5. Term and Renewal: Duration of the agreement and conditions for renewal

6. Financial Terms: License fees, royalties, payment terms, and reporting requirements

7. Obligations of the Licensee: Licensee's responsibilities, including quality control, minimum performance requirements, and reporting obligations

8. Obligations of the Licensor: Licensor's responsibilities, including technical support and maintenance of IP rights

9. Intellectual Property Protection: Provisions for protecting the licensed IP, including registration and enforcement

10. Representations and Warranties: Standard warranties regarding ownership, authority, and non-infringement

11. Termination: Grounds for termination, termination process, and post-termination obligations

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

13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

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

1. Sublicensing Rights: Include when the Licensee is permitted to sublicense the rights to third parties

2. Marketing and Promotion: Include when specific marketing obligations or restrictions apply

3. Technology Transfer: Include when technical knowledge or training is part of the license arrangement

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

5. Export Control: Include when the licensed property is subject to export regulations

6. Data Protection: Include when personal data processing is involved in the license arrangement

7. Insurance Requirements: Include when specific insurance coverage is required

8. Change of Control: Include when restrictions on change of control are necessary

9. Force Majeure: Include when specific force majeure provisions are needed beyond standard terms

What schedules should be included in a Territory License Agreement?

1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed

2. Schedule 2 - Territory Definition: Detailed description of the geographic territory covered by the license

3. Schedule 3 - Financial Terms: Detailed breakdown of fees, royalties, and payment structures

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

5. Schedule 5 - Technical Specifications: Technical details and requirements for using the licensed property

6. Schedule 6 - Reporting Templates: Standard forms for required periodic reports

7. Appendix A - Brand Guidelines: Guidelines for using licensed trademarks or branding

8. Appendix B - Compliance Requirements: Specific local law compliance requirements

9. Appendix C - Approved Sublicensees: List of pre-approved sublicensees (if applicable)

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 and Software

Manufacturing

Retail and Consumer Goods

Media and Entertainment

Pharmaceuticals

Food and Beverage

Fashion and Luxury Goods

Telecommunications

Industrial Products

Automotive

Relevant Teams

Legal

Commercial

Business Development

Intellectual Property

Operations

Compliance

Finance

Strategy

International Business

Licensing

Relevant Roles

Chief Legal Officer

Licensing Director

Commercial Director

Business Development Manager

Intellectual Property Manager

Territory Manager

Compliance Officer

Contract Manager

General Counsel

Operations Director

Chief Commercial Officer

Franchise Development Manager

Regional Business Manager

IP Counsel

Legal 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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