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Perpetual Licence Agreement
"I need a Perpetual License Agreement for software that my company has developed for use in the healthcare sector in Malaysia, with specific provisions for data protection and security requirements to be implemented by March 2025."
1. Parties: Identifies and provides full details of the licensor and licensee, including registration numbers and registered addresses
2. Background: Establishes context, describes the intellectual property being licensed, and states the parties' intentions
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. License Grant: Specifies the scope, nature, and territory of the perpetual license, including any restrictions on use
5. Payment Terms: Details the one-time license fee and any ongoing maintenance or support fees
6. Intellectual Property Rights: Confirms ownership of IP rights and addresses any improvements or modifications
7. Warranties and Representations: States the parties' warranties, particularly regarding IP ownership and non-infringement
8. Confidentiality: Protects confidential information exchanged during the license relationship
9. Limitation of Liability: Sets boundaries on parties' liability and includes any indemnification provisions
10. Term and Termination: Despite being perpetual, addresses circumstances for potential termination and consequences
11. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and sets jurisdiction for disputes
12. General Provisions: Includes standard boilerplate clauses like notices, assignment, and entire agreement
1. Source Code Escrow: Required for software licenses where source code access might be necessary under specific conditions
2. Support and Maintenance: Include if ongoing technical support or maintenance services are offered
3. Data Protection: Required if personal data processing is involved in the licensed activities
4. Export Controls: Necessary for technology licenses that may be subject to export regulations
5. Service Levels: Include if the license includes performance requirements or service level commitments
6. Change Control: Required if the licensed property may need updates or modifications over time
7. Audit Rights: Include if the licensor needs rights to audit licensee's use of the licensed property
8. Insurance: Required if specific insurance coverage is necessary for the licensed activities
1. Schedule 1 - Licensed Property: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements of the licensed property
3. Schedule 3 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms
4. Schedule 4 - Acceptable Use Policy: Specific terms and conditions for acceptable use of the licensed property
5. Schedule 5 - Support Services: Details of any support or maintenance services if provided
6. Appendix A - Implementation Plan: If relevant, timeline and milestones for implementing the licensed property
7. Appendix B - Security Requirements: Security standards and requirements for using the licensed property
Authors
Technology
Software Development
Healthcare
Education
Manufacturing
Financial Services
Telecommunications
Media and Entertainment
Research and Development
Pharmaceuticals
Automotive
Energy
Legal
Intellectual Property
Information Technology
Compliance
Risk Management
Commercial
Product Development
Software Development
Business Development
Innovation
Procurement
Finance
Legal Counsel
Intellectual Property Manager
Contract Manager
Chief Technology Officer
Chief Information Officer
Software Development Manager
Product Manager
Compliance Officer
Risk Manager
Business Development Director
Technology Licensing Manager
Chief Legal Officer
Commercial Director
Head of Innovation
IP Rights Manager
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