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IP License Agreement

IP License Agreement Template for Philippines

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Key Requirements PROMPT example:

IP License Agreement

"I need an IP License Agreement for licensing our proprietary software technology to a Philippine distributor, including source code escrow provisions and exclusive distribution rights for Southeast Asia, with the agreement to commence on March 1, 2025."

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Document background
An IP License Agreement is essential when one party (the licensor) wishes to grant another party (the licensee) the right to use specific intellectual property while retaining ownership. Under Philippine jurisdiction, these agreements must comply with the Intellectual Property Code and related regulations, particularly when involving technology transfer or foreign parties. The document typically covers various forms of IP including patents, trademarks, copyrights, and trade secrets, and must include specific provisions required by Philippine law regarding technology transfer, fair competition, and dispute resolution. This agreement type is commonly used in commercial transactions, research collaborations, software licensing, and manufacturing arrangements where IP rights need to be formally licensed while ensuring protection under Philippine legal framework.
Suggested Sections

1. Parties: Identification of the Licensor and Licensee, including full legal names, addresses, and company registration details

2. Background: Context of the agreement, description of the IP being licensed, and the parties' intentions

3. Definitions: Detailed definitions of technical terms, IP-related concepts, and other key terms used throughout the agreement

4. Grant of License: Specific rights being granted, type of license (exclusive/non-exclusive), territory, and field of use restrictions

5. License Fees and Payment Terms: Detailed payment obligations, including royalties, minimum payments, and payment schedules

6. Protection of IP Rights: Provisions for maintaining and protecting the licensed IP, including registration and enforcement obligations

7. Quality Control: Standards and requirements for use of the licensed IP, including approval processes and quality maintenance

8. Confidentiality: Obligations regarding the protection of confidential information exchanged during the license relationship

9. Term and Termination: Duration of the agreement, renewal provisions, and circumstances allowing termination

10. Post-Termination Obligations: Obligations of parties after agreement ends, including return of materials and continuing confidentiality obligations

11. General Provisions: Standard clauses including governing law, dispute resolution, entire agreement, and amendment procedures

Optional Sections

1. Development Obligations: Used when the license includes obligations to develop or improve the IP

2. Source Code Escrow: For software licenses, provisions for source code protection and access conditions

3. Marketing and Promotion: When the agreement includes specific marketing obligations or restrictions

4. Sub-licensing Rights: When the licensee is permitted to sub-license the IP to third parties

5. Performance Obligations: Specific performance targets or minimum usage requirements

6. Technology Transfer: Provisions for technical support, training, and knowledge transfer

7. Export Control: For international licenses involving controlled technology or data

8. Insurance Requirements: Specific insurance obligations for high-risk or high-value licenses

Suggested Schedules

1. Schedule A - Licensed IP: Detailed description of the licensed intellectual property, including registration numbers

2. Schedule B - Technical Specifications: Technical details, standards, and specifications for the licensed IP

3. Schedule C - Payment Terms: Detailed breakdown of payment structures, royalty calculations, and payment schedules

4. Schedule D - Quality Control Standards: Specific quality requirements and testing procedures

5. Schedule E - Approved Sub-contractors: List of approved third parties who may access or use the licensed IP

6. Schedule F - Territory Definition: Detailed description of geographical territories where license rights apply

7. Appendix 1 - Form of Reports: Templates for required reporting of sales, royalties, or other metrics

8. Appendix 2 - Technical Support Services: Details of any technical support or maintenance services included in the license

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

alex.den.21@genieai.co
Relevant legal definitions































Clauses


























Relevant Industries

Technology and Software

Manufacturing

Pharmaceuticals

Media and Entertainment

Telecommunications

Biotechnology

Consumer Goods

Research and Development

Education and Training

Healthcare

Relevant Teams

Legal

Intellectual Property

Research and Development

Business Development

Commercial

Compliance

Technology Transfer

Product Development

Innovation

Corporate Strategy

Relevant Roles

IP Counsel

Legal Director

Chief Technology Officer

Licensing Manager

Research Director

Business Development Manager

Commercial Director

Chief Legal Officer

Technology Transfer Officer

IP Portfolio Manager

Contract Manager

Innovation Director

R&D Manager

Compliance 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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