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Licensing Contract Template for Philippines

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Key Requirements PROMPT example:

Licensing Contract

"I need a Licensing Contract for my software company to license our project management application to a Philippine distributor, with exclusive rights for Southeast Asia starting March 2025, including provisions for source code protection and regular security updates."

Document background
The Licensing Contract serves as a crucial legal instrument in the Philippine business environment, facilitating the authorized use of intellectual property rights between parties. This document type is essential when a rights holder wishes to permit another party to use their intellectual property while maintaining ownership. The agreement must comply with the Philippine Intellectual Property Code, Civil Code, and other relevant local regulations, including the Technology Transfer Act where applicable. It's particularly relevant in today's digital economy where IP licensing is increasingly common across various industries. The document typically includes detailed provisions on scope of use, territorial restrictions, quality control measures, royalty structures, and termination rights, all tailored to meet Philippine legal requirements and business practices.
Suggested Sections

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

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

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

4. Grant of License: Specific rights being granted, including scope, territory, and whether exclusive or non-exclusive

5. Term and Termination: Duration of the license, renewal provisions, and circumstances for termination

6. Royalties and Payment Terms: Financial terms, payment schedule, calculation of royalties, and reporting requirements

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

8. Quality Control: Standards for using the licensed property and quality maintenance requirements

9. Confidentiality: Protection of confidential information exchanged during the license period

10. Warranties and Representations: Guarantees regarding ownership, right to license, and non-infringement

11. Indemnification: Obligations to protect against third-party claims and liability allocation

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for dispute resolution

13. General Provisions: Standard clauses including notices, assignment, amendment procedures, and severability

Optional Sections

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses to third parties

2. Technology Transfer Provisions: Required when the license involves transfer of technical knowledge or training

3. Source Code Escrow: For software licensing agreements where source code protection is needed

4. Export Control: When licensed property may be subject to international trade restrictions

5. Minimum Performance Requirements: When licensor requires minimum sales or usage targets

6. Competition Compliance: Detailed provisions ensuring compliance with Philippine Competition Act

7. Insurance Requirements: When specific insurance coverage is required for licensed activities

8. Localization Requirements: When licensed property needs to be adapted for local market

Suggested Schedules

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

2. Schedule B - Technical Specifications: Technical details, standards, and requirements for the licensed property

3. Schedule C - Royalty Calculations: Detailed methodology for calculating royalties, including examples

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

5. Schedule E - Approved Use Guidelines: Guidelines and restrictions for using the licensed property

6. Schedule F - Territory Definition: Detailed description of geographical areas covered by the license

7. Appendix 1 - Reporting Templates: Standard forms for periodic reports and royalty calculations

8. Appendix 2 - Contact Information: Key contacts for both parties for various aspects of the agreement

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

Manufacturing

Pharmaceuticals

Entertainment

Software Development

Consumer Goods

Telecommunications

Retail

Fashion and Apparel

Food and Beverage

Automotive

Healthcare

Media and Broadcasting

Research and Development

Relevant Teams

Legal

Intellectual Property

Business Development

Compliance

Research and Development

Product Development

Commercial Operations

Technology Transfer

Innovation

Brand Management

Contract Administration

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Licensing Director

Business Development Manager

Contract Administrator

Chief Legal Officer

IP Rights Manager

Commercial Director

Technology Transfer Officer

Compliance Officer

Research and Development Director

Brand Manager

Product Development Manager

Chief Technology Officer

Innovation Manager

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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