The Perpetual Irrevocable License is essential for businesses seeking to secure permanent rights to use intellectual property without the risk of future revocation. Under Singapore law, this document provides comprehensive protection for both licensors and licensees, clearly defining the scope of perpetual rights, usage conditions, and obligations. It's particularly valuable for long-term business arrangements requiring certainty and stability in IP rights utilization, such as software licensing, technology transfers, or brand licensing agreements.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the license and ownership of intellectual property
3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, and Permitted Use
4. Grant of License: Scope and nature of the perpetual, irrevocable license, including rights granted and restrictions
5. License Terms: Specific rights, restrictions, and obligations of the licensee
6. Warranties and Representations: Representations about ownership, right to license, and non-infringement
7. Indemnification: Obligations to defend and hold harmless against claims
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Sublicensing Rights: Terms and conditions under which the licensee may sublicense the IP to third parties
2. Territory Restrictions: Geographic limitations and restrictions on the use of the license
3. Quality Control: Standards and requirements for using the licensed material
4. Reporting Requirements: Obligations to report on usage and compliance with license terms
5. Audit Rights: Rights of licensor to audit licensee's use of licensed material
1. Schedule 1 - Licensed IP: Detailed description and specification of the licensed intellectual property
2. Schedule 2 - Technical Specifications: Technical details, requirements, and standards for implementation
3. Schedule 3 - Usage Guidelines: Specific rules and guidelines for using the licensed material
4. Schedule 4 - Fee Schedule: Details of any one-time or ongoing fees associated with the license
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