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Perpetual Licence Agreement Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
This Perpetual License Agreement is essential for businesses seeking to establish long-term, unrestricted access to intellectual property, software, or technology under Malaysian law. The document is particularly valuable when parties want to create a permanent licensing relationship without recurring license renewals. It includes crucial elements such as detailed license grants, one-time payment structures, perpetual usage rights, and compliance with Malaysian regulations including the Contracts Act 1950, Copyright Act 1987, and other relevant legislation. The agreement is designed to protect both licensor and licensee interests while ensuring clarity on ownership, usage rights, and obligations. This type of agreement is commonly used in technology transfers, software licensing, and intellectual property commercialization where permanent rights are desired.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Technology

Software Development

Healthcare

Education

Manufacturing

Financial Services

Telecommunications

Media and Entertainment

Research and Development

Pharmaceuticals

Automotive

Energy

Relevant Teams

Legal

Intellectual Property

Information Technology

Compliance

Risk Management

Commercial

Product Development

Software Development

Business Development

Innovation

Procurement

Finance

Relevant Roles

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

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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