The Limited License Agreement serves as a crucial legal instrument in Malaysian commercial practice for controlling and monetizing intellectual property rights while maintaining ownership control. This document is essential when a rights holder wishes to permit another party to use their intellectual property, technology, or proprietary assets under specific conditions and limitations. The agreement operates within the framework of Malaysian federal law, particularly the Contracts Act 1950, Copyright Act 1987, and other relevant intellectual property legislation. It typically includes detailed provisions about usage rights, territorial restrictions, payment terms, quality control measures, and termination rights. The Limited License Agreement is particularly valuable in commercial relationships where the licensor wants to maintain strict control over their intellectual property while allowing limited commercial exploitation by the licensee.
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1. Parties: Identification and details of the licensor and licensee, including registered addresses and company registration numbers
2. Background: Context of the agreement, including brief description of the licensed material and purpose of the license
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Specific details of the license being granted, including scope, territory, and any restrictions
5. License Fee and Payment Terms: Financial terms including license fees, payment schedule, and payment methods
6. Duration and Termination: Term of the license, renewal provisions, and circumstances for termination
7. Intellectual Property Rights: Confirmation of ownership and protection of intellectual property rights
8. Use Restrictions: Specific limitations and prohibited uses of the licensed material
9. Warranties and Representations: Warranties given by each party regarding their authority and the licensed material
10. Liability and Indemnification: Limitations of liability and indemnification obligations
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
14. Execution: Signature blocks and execution details
1. Quality Control: Required when licensing trademarks or when quality standards need to be maintained
2. Sublicensing Rights: Include when sublicensing is permitted and needs to be regulated
3. Source Code Escrow: Necessary for software licenses where source code protection is required
4. Performance Requirements: Include when specific performance or usage metrics need to be met
5. Export Control: Required when licensed material is subject to export control regulations
6. Maintenance and Support: Include when ongoing technical support or maintenance is part of the agreement
7. Data Protection: Required when personal data processing is involved in the license
8. Insurance: Include when specific insurance coverage is required for the licensed activities
1. Schedule 1 - Licensed Material: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fee Schedule: Detailed breakdown of fees, payment terms, and calculation methods
3. Schedule 3 - Technical Specifications: Technical details and requirements for the licensed material
4. Schedule 4 - Service Levels: Performance metrics and service level requirements if applicable
5. Schedule 5 - Approved Use Cases: Specific approved uses and examples of permitted applications
6. Appendix A - Form of Reports: Templates for any required reporting under the agreement
7. Appendix B - Contact Details: Key contact information for both parties for various purposes
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Relevant legal definitions
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Relevant Industries
Technology
Software Development
Manufacturing
Education
Research and Development
Media and Entertainment
Healthcare
Biotechnology
Telecommunications
Consumer Products
Industrial Products
Professional Services
Relevant Teams
Legal
Intellectual Property
Business Development
Commercial
Research and Development
Product Development
Compliance
Technology
Innovation
Contract Administration
Relevant Roles
Legal Counsel
Intellectual Property Manager
Licensing Director
Business Development Manager
Contract Administrator
Commercial Director
Chief Technology Officer
Research Director
Product Manager
Compliance Officer
General Counsel
IP Rights Manager
Technology Transfer Officer
Innovation Manager
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