An Exclusive License Agreement is a crucial commercial contract used when an intellectual property owner (Licensor) wishes to grant exclusive rights to another party (Licensee) to exploit specific intellectual property in the Philippines. This document is particularly important in scenarios involving valuable IP assets where the Licensee requires market exclusivity to justify significant investment in commercialization. The agreement must comply with Philippine IP Code requirements and may need registration with the Intellectual Property Office of the Philippines. It typically includes comprehensive provisions on exclusivity scope, territory restrictions, quality control measures, royalty structures, and technology transfer terms. This type of agreement is commonly used in technology transfers, brand licensing, patent commercialization, and software licensing where market exclusivity is a key business requirement.
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1. Parties: Identification of the Licensor and Licensee with complete legal names and addresses
2. Background: Context of the agreement, description of the intellectual property, and parties' authority to enter into the agreement
3. Definitions: Definitions of key terms used throughout the agreement, including Licensed IP, Territory, Field of Use, and Effective Date
4. Grant of License: Explicit grant of exclusive license, scope, and territory of the license
5. Exclusivity Terms: Specific terms of exclusivity, including Licensor's restrictions and Licensee's exclusive rights
6. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
7. License Fees and Royalties: Financial terms, payment schedule, calculation of royalties, and reporting requirements
8. Intellectual Property Protection: Obligations regarding IP protection, maintenance, and enforcement
9. Quality Control: Quality standards, inspection rights, and approval requirements
10. Representations and Warranties: Parties' representations regarding IP ownership, authority to license, and non-infringement
11. Confidentiality: Protection of confidential information exchanged during the agreement
12. Governing Law and Jurisdiction: Philippine law as governing law and jurisdiction for dispute resolution
13. General Provisions: Standard provisions including notices, assignment, amendment, and severability
1. Sublicensing Rights: Include when Licensee is permitted to sublicense the IP to third parties
2. Technology Transfer Provisions: Required when the license includes transfer of technical knowledge or know-how
3. Export Control: Include when licensed products may be subject to export regulations
4. Improvements: Include when parties anticipate developments or improvements to the licensed IP
5. Minimum Performance Requirements: Include when Licensee must meet specific performance targets
6. Insurance Requirements: Include when specific insurance coverage is required for licensed activities
7. Source Code Escrow: Include for software licenses where source code access may be needed
8. Competition Compliance: Include detailed competition compliance terms when license creates significant market impact
1. Schedule A - Licensed Intellectual Property: Detailed description of all IP being licensed, including registration numbers
2. Schedule B - Territory and Field of Use: Specific description of geographic territory and permitted applications
3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties and examples
4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures
5. Schedule E - Technical Specifications: Technical details of licensed technology or products
6. Appendix 1 - Approved Form of Quality Control Report: Template for quality control reporting
7. Appendix 2 - Royalty Report Template: Standard format for periodic royalty reporting
8. Appendix 3 - Technology Transfer Documentation: Technical documentation and training materials if applicable
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Pharmaceuticals
Software Development
Entertainment
Media
Biotechnology
Consumer Goods
Research and Development
Telecommunications
Automotive
Fashion and Retail
Relevant Teams
Legal
Intellectual Property
Business Development
Commercial
Research and Development
Compliance
Technology Transfer
Innovation
Product Development
Strategy
Finance
Relevant Roles
Chief Legal Officer
Intellectual Property Counsel
Licensing Manager
Business Development Director
Chief Technology Officer
Commercial Director
IP Portfolio Manager
General Counsel
Contract Manager
Chief Executive Officer
Technology Transfer Officer
Research and Development Director
Innovation Manager
Corporate Counsel
Compliance Officer
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