The Use License agreement is a crucial legal instrument in the Philippine business environment, essential for organizations wanting to monetize their intellectual property or access others' proprietary assets. This document type is specifically designed to comply with Philippine intellectual property law and civil code requirements, providing a structured framework for licensing arrangements. The Use License includes comprehensive terms covering the scope of permitted use, payment structures, quality control measures, and termination conditions. It's particularly valuable in technology transfers, software licensing, content distribution, and manufacturing agreements where specific usage rights need to be clearly defined and protected. The document serves as a vital tool for businesses operating in the Philippines who need to formalize licensing arrangements while ensuring compliance with local regulations and protecting their intellectual property rights.
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1. Parties: Identifies and provides full details of the licensor and licensee, including their legal status and addresses
2. Background: Establishes context, describes the licensed material/property, and outlines the purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement to ensure clarity and prevent misinterpretation
4. Grant of License: Specifies the exact nature, scope, and limitations of the license being granted
5. License Fee and Payment Terms: Details the financial terms, including payment amounts, schedule, and method
6. Use Restrictions: Clearly outlines what the licensee can and cannot do with the licensed material
7. Intellectual Property Rights: Confirms ownership of IP and specifies any rights retained by the licensor
8. Term and Termination: Specifies the duration of the license and circumstances for termination
9. Warranties and Representations: States the warranties provided by each party regarding their authority and the licensed material
10. Indemnification: Outlines mutual or unilateral indemnification obligations
11. Confidentiality: Establishes obligations regarding confidential information shared during the license period
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and establishes jurisdiction for disputes
13. General Provisions: Contains standard boilerplate clauses including notices, entire agreement, and amendments
1. Quality Control: Required when licensing involves products or services that need to maintain certain quality standards
2. Sublicensing Rights: Include when licensee may be permitted to sublicense to third parties
3. Performance Obligations: Include when licensee must meet specific performance targets or metrics
4. Export Control: Required when licensed material may be subject to export regulations
5. Source Code Escrow: Include for software licenses where source code access may be needed in specific circumstances
6. Data Protection: Required when personal data processing is involved in the license implementation
7. Audit Rights: Include when licensor needs rights to audit licensee's use of licensed material
8. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities
1. Schedule A - Licensed Material: Detailed description of the licensed material, including technical specifications
2. Schedule B - License Fee Schedule: Detailed breakdown of fees, payment schedules, and calculation methods
3. Schedule C - Technical Requirements: Technical specifications or requirements for using the licensed material
4. Schedule D - Service Levels: If applicable, service levels and performance metrics
5. Schedule E - Approved Use Cases: Specific approved uses and examples of prohibited uses
6. Appendix 1 - Contact Information: Key contacts for both parties for various purposes (technical, legal, billing)
7. Appendix 2 - Report Templates: Templates for any required reporting under the license
Relevant legal definitions
Affiliate
Agreement
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
License Fee
Licensed Material
Licensed Use
Licensee
Licensor
Maintenance Services
Material Breach
Permitted Purpose
Prohibited Use
Quality Standards
Renewal Term
Reports
Revenue
Royalty
Service Levels
Source Code
Specifications
Support Services
Term
Territory
Third Party
Updates
Use Period
User Data
Working Hours
Agreement
Authorized Users
Business Day
Commencement Date
Confidential Information
Documentation
Effective Date
Force Majeure Event
Intellectual Property Rights
License Fee
Licensed Material
Licensed Use
Licensee
Licensor
Maintenance Services
Material Breach
Permitted Purpose
Prohibited Use
Quality Standards
Renewal Term
Reports
Revenue
Royalty
Service Levels
Source Code
Specifications
Support Services
Term
Territory
Third Party
Updates
Use Period
User Data
Working Hours
Clauses
Interpretation
Grant of License
License Scope
Territory Restrictions
Payment Terms
Intellectual Property Rights
Use Restrictions
Technical Requirements
Quality Control
Performance Standards
Maintenance and Support
Warranties
Representations
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Duration
Termination
Force Majeure
Assignment
Sublicensing
Audit Rights
Reporting Requirements
Notice Requirements
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Third Party Rights
Waiver
Counterparts
Grant of License
License Scope
Territory Restrictions
Payment Terms
Intellectual Property Rights
Use Restrictions
Technical Requirements
Quality Control
Performance Standards
Maintenance and Support
Warranties
Representations
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Term and Duration
Termination
Force Majeure
Assignment
Sublicensing
Audit Rights
Reporting Requirements
Notice Requirements
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Third Party Rights
Waiver
Counterparts
Relevant Industries
Technology
Software Development
Manufacturing
Media and Entertainment
Education
Research and Development
Healthcare
Telecommunications
Retail
Professional Services
Consumer Goods
Pharmaceutical
Relevant Teams
Legal
Intellectual Property
Business Development
Technology
Research and Development
Compliance
Operations
Commercial
Product Management
Contracts Administration
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Manager
Business Development Director
Chief Technology Officer
Contract Administrator
Compliance Officer
Product Manager
Research Director
Technology Transfer Officer
Chief Legal Officer
IP Rights Administrator
Commercial Director
Operations Manager
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