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License Transfer Agreement for Philippines

License Transfer Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that facilitates the formal transfer of license rights from one party to another. This agreement ensures compliance with the Intellectual Property Code of the Philippines (Republic Act No. 8293) and related regulations while documenting the terms, conditions, and obligations associated with the transfer of license rights. It includes provisions for transfer consideration, warranties, representations, and ongoing obligations of both parties, incorporating necessary requirements for regulatory compliance and registration with relevant Philippine authorities.

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What is a License Transfer Agreement?

The License Transfer Agreement is a crucial legal instrument used when transferring existing license rights from one party to another in the Philippines. This document is essential when a company or individual wishes to transfer their license rights, whether due to business restructuring, asset sales, or strategic partnerships. The agreement must comply with the Intellectual Property Code of the Philippines and other relevant legislation, including the Technology Transfer Act (Republic Act No. 10055) where applicable. It contains detailed provisions covering the scope of transfer, financial terms, warranties, and compliance requirements with Philippine regulatory bodies. The document is particularly important in regulated industries where license transfers require governmental approval or registration.

What sections should be included in a License Transfer Agreement?

1. Parties: Identification of the transferor (current license holder) and transferee, including full legal names, addresses, and registration details

2. Background: Context of the license transfer, including details of the original license and reason for transfer

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

4. Subject Matter of Transfer: Detailed description of the license being transferred, including scope, territory, and any limitations

5. Transfer Terms: Specific terms of the transfer, including effective date and conditions precedent

6. Consideration: Financial terms including transfer price, payment terms, and any ongoing royalties

7. Representations and Warranties: Statements of fact and promises by both parties regarding their authority, the license's validity, and other material matters

8. Transfer Process: Step-by-step process for executing the transfer, including any regulatory approvals needed

9. Obligations of the Parties: Ongoing obligations of both transferor and transferee post-transfer

10. Intellectual Property Rights: Confirmation of IP rights transfer and any retained rights

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

12. Execution: Signature blocks and execution requirements

What sections are optional to include in a License Transfer Agreement?

1. Regulatory Compliance: Include when the license transfer requires specific regulatory approvals or notifications

2. Tax Provisions: Include when there are specific tax implications that need to be addressed

3. Employees and Training: Include when the license transfer involves transfer of technical knowledge or requires training

4. Confidentiality: Include when sensitive information will be exchanged during the transfer process

5. Non-Competition: Include when restrictions on competition need to be imposed on the transferor

6. Assignment and Sub-licensing: Include when there are specific restrictions or permissions regarding further transfer

7. Force Majeure: Include when long-term obligations exist that could be affected by unforeseen circumstances

8. Transition Services: Include when the transferor needs to provide support services post-transfer

What schedules should be included in a License Transfer Agreement?

1. Schedule 1 - License Details: Detailed description of the license being transferred, including registration numbers and dates

2. Schedule 2 - Payment Terms: Detailed breakdown of payment structure, including installments and calculation of royalties if applicable

3. Schedule 3 - Required Approvals: List of regulatory approvals required and status

4. Schedule 4 - Intellectual Property: Comprehensive list of all IP rights covered by the license

5. Schedule 5 - Due Diligence Results: Summary of due diligence findings regarding the license

6. Appendix A - Transfer Documentation: Forms and documents required for the transfer process

7. Appendix B - Technical Documentation: Technical specifications and documentation related to 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

Jurisdiction

Philippines

Document Type

Transfer Agreement

Cost

Free to use

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