The Commercial License Agreement serves as the primary instrument for businesses to monetize their intellectual property and commercial assets in Singapore's dynamic market. This document is essential when one party wishes to grant another the right to use, sell, or distribute specific properties while retaining ownership. It addresses key aspects such as scope of rights, territory, duration, payment terms, and quality control measures. Under Singapore's legal framework, which emphasizes clarity and enforceability, this agreement provides comprehensive protection for both parties while facilitating commercial exploitation of valuable assets.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context and purpose of the license agreement
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope and nature of the license being granted
5. License Fees: Payment terms and financial considerations
6. Term and Termination: Duration and conditions for ending the agreement
7. Intellectual Property Rights: Ownership and protection of IP
8. Warranties and Representations: Guarantees and statements made by each party
9. Liability and Indemnification: Allocation of risks and responsibilities between parties
10. Governing Law and Jurisdiction: Laws governing the agreement and dispute resolution mechanisms
1. Territory Restrictions: Geographic limitations on license use - include when license is restricted to specific regions
2. Sublicensing Rights: Rights to grant licenses to third parties - include when sublicensing may be permitted
3. Quality Control: Standards and monitoring requirements - include for brand-sensitive licenses
4. Source Code Escrow: Terms for source code protection - include for software licenses
5. Data Protection: PDPA compliance provisions - include when personal data is processed
6. Export Control: Export regulations compliance - include for international licensing
1. Schedule 1: Licensed Property: Detailed description of licensed IP/products
2. Schedule 2: License Fees: Detailed payment structure and terms
3. Schedule 3: Technical Specifications: Technical details of licensed products/technology
4. Schedule 4: Service Level Agreement: Performance standards and metrics for technical or service-based licenses
5. Schedule 5: Approved Form of Sublicense: Template for sublicense agreements if sublicensing is permitted
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