The Corporate License Agreement serves as a crucial legal instrument for businesses operating in the Philippines who wish to formalize licensing arrangements for intellectual property, technology, or other proprietary assets. This document is essential when one corporation wishes to grant another the right to use its intellectual property or proprietary assets while maintaining ownership and control. It must comply with Philippine legislation, including the Intellectual Property Code (Republic Act No. 8293), the Corporation Code (Republic Act No. 11232), and relevant technology transfer regulations. The agreement is particularly important for foreign companies licensing their assets to Philippine entities, as it must address specific local law requirements regarding technology transfer, tax implications, and corporate governance. Typically used in scenarios ranging from software licensing to manufacturing rights, this agreement includes comprehensive provisions for protecting the licensor's interests while ensuring the licensee's operational needs are met.
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1. Parties: Identifies and provides full legal details of the licensor and licensee corporations
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Grant of License: Specifies the scope, nature (exclusive/non-exclusive), and territory of the license
5. License Fees and Payment Terms: Details the financial terms, payment schedule, and calculation of royalties if applicable
6. Term and Termination: Specifies the duration of the agreement and circumstances for termination
7. Licensee Obligations: Lists the responsibilities and restrictions on the licensee's use of the licensed property
8. Licensor Obligations: Outlines the licensor's commitments and ongoing responsibilities
9. Intellectual Property Rights: Clarifies ownership and protection of IP rights
10. Confidentiality: Establishes obligations regarding confidential information
11. Warranties and Representations: States the parties' warranties regarding their authority and the licensed property
12. Indemnification: Sets out mutual or unilateral indemnification obligations
13. Dispute Resolution: Specifies procedures for resolving disputes
14. General Provisions: Includes standard boilerplate clauses like notices, assignment, and governing law
1. Quality Control: Required when licensing involves products or services that need to maintain specific quality standards
2. Sub-licensing Rights: Include when the licensee may be granted rights to sub-license
3. Technical Support and Maintenance: Necessary when the license involves software or technical products requiring ongoing support
4. Data Protection: Required when the licensed property involves personal data processing
5. Source Code Escrow: Include for software licenses where source code access may be needed in specific circumstances
6. Export Control: Necessary when the licensed property may be subject to export regulations
7. Insurance Requirements: Include when specific insurance coverage is required for the licensed activities
8. Change Control: Required when the licensed property may need modifications or updates over time
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - License Fees and Royalty Calculations: Detailed breakdown of payment terms, calculations, and examples
3. Schedule 3 - Technical Specifications: Technical details and requirements of the licensed property
4. Schedule 4 - Service Level Agreement: Performance metrics and service standards if applicable
5. Schedule 5 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
6. Appendix A - Quality Control Standards: Detailed quality requirements and testing procedures
7. Appendix B - Support and Maintenance Terms: Detailed support procedures and service levels
8. Appendix C - Compliance Requirements: Specific regulatory or industry compliance requirements
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software
Manufacturing
Pharmaceuticals
Consumer Goods
Media and Entertainment
Telecommunications
Healthcare
Financial Services
Retail
Energy
Automotive
Biotechnology
Industrial Equipment
Fashion and Apparel
Relevant Teams
Legal
Intellectual Property
Business Development
Finance
Operations
Compliance
Technology
Commercial
Risk Management
Corporate Affairs
Research and Development
Relevant Roles
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Commercial Director
Chief Technology Officer
Business Development Manager
Corporate Counsel
Compliance Officer
Contract Manager
Chief Financial Officer
Technology Transfer Officer
Operations Director
General Counsel
IP Rights Manager
Chief Executive Officer
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