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Perpetual Royalty License Template for Hong Kong

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Key Requirements PROMPT example:

Perpetual Royalty License

"I need a Perpetual Royalty License agreement for licensing our patented semiconductor manufacturing process to a Hong Kong-based manufacturer, with quarterly royalty payments of 3% of net sales and strict quality control requirements."

Document background
The Perpetual Royalty License is a specialized agreement used when a party wishes to grant permanent rights to use their intellectual property while maintaining a continuous revenue stream through royalty payments. This document is particularly relevant in Hong Kong's business environment, where intellectual property commercialization is governed by both common law principles and specific ordinances such as the Copyright Ordinance (Cap. 528) and Patents Ordinance (Cap. 514). The agreement provides a framework for long-term IP exploitation, including detailed provisions for royalty calculations, quality control, reporting requirements, and limited termination rights. It's commonly used in technology transfers, brand licensing, and manufacturing arrangements where ongoing use of IP is essential to the business model.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses

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, including technical terms, calculation methods, and specific industry terminology

4. Grant of License: Explicit statement of the perpetual license grant, scope, and permitted uses of the licensed property

5. Royalty Payments: Structure and timing of royalty payments, calculation methods, payment terms, and reporting requirements

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

7. Quality Control: Standards and requirements for use of the licensed property, inspection rights, and compliance measures

8. Representations and Warranties: Standard and specific warranties regarding ownership, right to license, and non-infringement

9. Record Keeping and Audit Rights: Requirements for maintaining records, reporting obligations, and audit procedures

10. Confidentiality: Protection of confidential information exchanged during the course of the agreement

11. Limited Termination Rights: Specific circumstances under which the perpetual license may be terminated, typically limited to material breach

12. Dispute Resolution: Procedures for handling disputes, including jurisdiction and governing law provisions

13. General Provisions: Standard boilerplate clauses including notices, assignment, severability, and entire agreement

Optional Sections

1. Sub-licensing Rights: Include when the licensee is permitted to sub-license the intellectual property to third parties

2. Territory Restrictions: Include when the license is limited to specific geographic regions or territories

3. Technology Transfer: Include when technical knowledge or support is required for using the licensed property

4. Minimum Royalty Guarantees: Include when there are minimum payment obligations regardless of actual usage or sales

5. Currency and Exchange Rates: Include for international agreements where payments may be made in different currencies

6. Competition Law Compliance: Include specific provisions when the agreement might raise competition law concerns

7. Change of Control: Include when there are specific requirements or restrictions related to change in ownership of either party

8. Insurance Requirements: Include when specific insurance coverage is required for using the licensed property

Suggested Schedules

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

2. Schedule 2 - Royalty Calculations: Detailed formulas and examples of how royalties are calculated

3. Schedule 3 - Reporting Templates: Standard forms for periodic royalty reports and sales declarations

4. Schedule 4 - Quality Standards: Specific quality control requirements and standards for using the licensed property

5. Schedule 5 - Technical Specifications: Technical details and requirements for implementing or using the licensed property

6. Appendix A - Approved Use Guidelines: Guidelines and restrictions for how the licensed property may be used

7. Appendix B - Contact Details: Key contacts for both parties for various aspects of agreement administration

Authors

Alex Denne

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

Relevant legal definitions



































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Relevant Industries

Technology and Software

Manufacturing

Media and Entertainment

Pharmaceuticals and Healthcare

Consumer Products

Industrial Design

Automotive

Electronics

Fashion and Luxury Goods

Telecommunications

Biotechnology

Research and Development

Gaming and Interactive Entertainment

Relevant Teams

Legal

Intellectual Property

Finance

Business Development

Research and Development

Commercial Operations

Compliance

Technology Transfer

Licensing Operations

Product Development

Relevant Roles

Chief Legal Officer

Intellectual Property Counsel

Licensing Manager

Commercial Director

Chief Technology Officer

Business Development Manager

Contract Manager

Legal Counsel

IP Portfolio Manager

Chief Financial Officer

Royalty Administrator

Compliance Officer

Research and Development Director

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

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