The Perpetual Irrevocable License agreement is essential for businesses seeking to secure permanent, uninterruptible rights to use specific intellectual property, technology, or content. This document type is particularly relevant in Malaysia where businesses need to ensure long-term access to critical intellectual property while complying with local laws including the Contracts Act 1950 and Copyright Act 1987. The agreement is commonly used in technology transfers, software licensing, and intellectual property commercialization, where the licensee requires certainty of continued access to the licensed material. It includes comprehensive provisions for perpetual use rights, payment structures, technical specifications, and quality standards, while addressing Malaysian legal requirements for intellectual property protection and contract enforcement.
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1. Parties: Identification and details of the Licensor and Licensee
2. Background: Context of the agreement, including description of the licensed material and purpose
3. Definitions: Defined terms used throughout the agreement
4. Grant of License: Scope of the perpetual and irrevocable license, including usage rights
5. License Fee: Payment terms and consideration for the license
6. Intellectual Property Rights: Confirmation of ownership and IP rights
7. Warranties and Representations: Standard warranties regarding ownership and right to license
8. Limitations of Liability: Scope of liability limitations and exclusions
9. Assignment and Succession: Rights and restrictions regarding transfer of the license
10. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction
11. Entire Agreement: Integration clause and relationship to other agreements
1. Quality Control: Required when licensed material needs to maintain certain quality standards
2. Confidentiality: Needed when sensitive information is shared as part of the license
3. Support and Maintenance: Include when ongoing technical support is part of the license
4. Sub-licensing Rights: Include when licensee is permitted to sub-license the material
5. Territory Restrictions: Required when license is limited to specific geographic areas
6. Moral Rights: Important for creative works where attribution rights need to be addressed
7. Force Majeure: Include when certain obligations may be affected by events beyond parties' control
1. Schedule 1 - Licensed Material: Detailed description and specifications of the licensed material
2. Schedule 2 - Technical Requirements: Technical specifications and requirements for using the licensed material
3. Schedule 3 - Fee Structure: Detailed breakdown of license fees and payment terms
4. Schedule 4 - Approved Use Cases: Specific approved uses and applications of the licensed material
5. Appendix A - Quality Standards: Detailed quality standards and specifications if applicable
6. Appendix B - Support Terms: Detailed support and maintenance terms if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Software Development
Manufacturing
Media and Entertainment
Telecommunications
Pharmaceutical
Biotechnology
Research and Development
Education
Publishing
Relevant Teams
Legal
Intellectual Property
Information Technology
Research and Development
Commercial
Procurement
Business Development
Compliance
Software Development
Technical Operations
Relevant Roles
Chief Technology Officer
Intellectual Property Counsel
Licensing Manager
Legal Counsel
Commercial Director
Head of Research and Development
Chief Information Officer
Technology Transfer Officer
IP Portfolio Manager
Contract Manager
Software Development Manager
Business Development Director
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