A Sole License agreement is essential when a business wants to secure exclusive licensing rights while allowing the original IP owner to continue using their intellectual property. Under Malaysian law, this type of agreement provides a middle ground between an exclusive and non-exclusive license, offering significant commercial advantage to the licensee while maintaining certain rights for the licensor. The document is particularly relevant when entering the Malaysian market or engaging in cross-border intellectual property transactions where Malaysian law governs the relationship. The Sole License structure is commonly used in situations where complete exclusivity isn't necessary but the licensee requires protection from market competition through additional licensees. The agreement must comply with Malaysian intellectual property laws, the Contracts Act 1950, and relevant sector-specific regulations.
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1. Parties: Identification of the Licensor and Licensee with full legal names and registered addresses
2. Background: Context of the agreement, brief description of the licensed property, and parties' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of License: Explicit grant of sole license, scope, and territorial restrictions
5. License Period: Duration of the license, commencement date, and renewal terms
6. License Fees: Payment terms, amounts, calculation methods, and payment schedule
7. Licensee Obligations: Key responsibilities and requirements of the Licensee
8. Licensor Obligations: Key responsibilities and requirements of the Licensor
9. Quality Control: Standards, specifications, and quality requirements for licensed products/services
10. Intellectual Property: IP ownership, protection measures, and infringement procedures
11. Confidentiality: Protection of confidential information and trade secrets
12. Termination: Termination rights, procedures, and consequences
13. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Sub-licensing Rights: Include when Licensee is permitted to grant sub-licenses
2. Minimum Performance Requirements: Include when there are specific performance targets or minimum royalty requirements
3. Marketing and Promotion: Include when specific marketing obligations or restrictions apply
4. Technology Transfer: Include when technical knowledge or support is part of the license
5. Export Controls: Include when licensed rights involve international trade restrictions
6. Product Liability: Include when physical products are being licensed
7. Competition Law Compliance: Include when license restrictions could raise competition law concerns
8. Data Protection: Include when personal data processing is involved in the licensed activities
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Territory: Detailed definition of the geographic territory covered by the license
3. Schedule 3 - License Fees and Payment Terms: Detailed breakdown of all fees, royalties, and payment mechanisms
4. Schedule 4 - Quality Standards: Technical specifications and quality control requirements
5. Schedule 5 - Approved Uses: Specific permitted uses and restrictions of the licensed property
6. Appendix A - Form of Royalty Report: Template for periodic royalty reporting
7. Appendix B - Brand Guidelines: If applicable, guidelines for use of licensed trademarks or branding
8. Appendix C - Technical Specifications: If applicable, technical details and requirements for licensed technology
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Pharmaceuticals
Consumer Goods
Entertainment
Software
Biotechnology
Fashion and Luxury
Automotive
Telecommunications
Media and Broadcasting
Research and Development
Healthcare
Energy
Relevant Teams
Legal
Intellectual Property
Commercial
Business Development
Research and Development
Compliance
Operations
Technology Transfer
Innovation
Strategy
Corporate Affairs
Relevant Roles
Intellectual Property Manager
Legal Counsel
Commercial Director
Licensing Manager
Business Development Manager
Chief Technology Officer
Research and Development Director
Innovation Manager
Contract Manager
Compliance Officer
Chief Legal Officer
Chief Executive Officer
Technology Transfer Officer
Intellectual Property Counsel
Commercial Operations Manager
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