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Commercial License Agreement Template for Philippines

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Key Requirements PROMPT example:

Commercial License Agreement

"I need a Commercial License Agreement under Philippine law for licensing our proprietary software to corporate clients in the Southeast Asian market, with quarterly royalty payments and usage restrictions for the financial services sector."

Document background
The Commercial License Agreement is a crucial legal instrument used in the Philippines when one party wishes to grant another party the right to use, sell, distribute, or otherwise commercially exploit specific intellectual property, technology, or products. This document is essential for businesses operating under Philippine jurisdiction who need to formalize licensing arrangements while ensuring compliance with local laws, particularly the Intellectual Property Code of the Philippines (Republic Act No. 8293) and related regulations. The agreement covers critical aspects such as license scope, territory rights, payment terms, quality control, and compliance requirements. It's particularly relevant for technology transfers, software licensing, manufacturing rights, and other commercial licensing arrangements where intellectual property protection and clear usage rights are paramount.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names, addresses, and registration details

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Explicit description of the license granted, including scope, territory, and whether exclusive or non-exclusive

5. License Fees and Payment Terms: Detailed breakdown of license fees, payment schedule, and payment methods

6. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination

7. Intellectual Property Rights: Confirmation of ownership rights, protection measures, and handling of improvements or modifications

8. Obligations of the Licensor: Licensor's responsibilities including delivery, support, and maintenance obligations

9. Obligations of the Licensee: Licensee's responsibilities including usage restrictions, reporting requirements, and quality control

10. Warranties and Representations: Standard warranties about ownership, authority to license, and compliance with laws

11. Indemnification: Mutual indemnification provisions for third-party claims and breaches

12. Confidentiality: Protection of confidential information exchanged during the license relationship

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate clauses including force majeure, notices, and assignment

Optional Sections

1. Quality Control: Required for trademark licenses or when licensed products/services must maintain specific standards

2. Technology Transfer Provisions: Required when the license includes transfer of technical knowledge or technology

3. Export Control: Needed when licensed products/technology may be subject to export restrictions

4. Source Code Escrow: Required for software licenses where source code access might be needed under specific conditions

5. Data Protection: Required when the licensed product involves processing personal data

6. Territory Restrictions: Needed when the license is limited to specific geographic areas

7. Sub-licensing Rights: Optional section granting or prohibiting the right to sub-license

8. Insurance Requirements: Required for high-risk licenses or when mandated by industry regulations

9. Competition Compliance: Required when license terms might affect market competition

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of the licensed intellectual property, products, or technology

2. Schedule 2 - License Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

3. Schedule 3 - Technical Specifications: Technical details and specifications of licensed products or technology

4. Schedule 4 - Service Level Agreement: Support and maintenance terms if included in the license

5. Schedule 5 - Approved Use Cases: Specific approved uses and applications of the licensed property

6. Schedule 6 - Quality Control Standards: Detailed quality requirements and testing procedures if applicable

7. Appendix A - Form of Reports: Templates for required periodic reports

8. Appendix B - Compliance Requirements: Specific compliance requirements under Philippine law

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions





















































Clauses




















































Relevant Industries

Technology

Software Development

Manufacturing

Telecommunications

Healthcare

Pharmaceuticals

Consumer Goods

Retail

Education

Research and Development

Entertainment

Media

Automotive

Agriculture

Energy

Financial Services

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Finance

Operations

Compliance

Research and Development

Sales

Technology

Product Management

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Intellectual Property Manager

Commercial Director

Business Development Manager

Licensing Manager

Contract Manager

Chief Technology Officer

Chief Financial Officer

Operations Manager

Compliance Officer

Research and Development Director

Product Manager

Sales Director

Technology Transfer Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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