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Licence Agreement

Licence Agreement Template for Malaysia

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Key Requirements PROMPT example:

Licence Agreement

"I need a License Agreement for our proprietary software to be licensed to three Malaysian distributors from January 2025, with strict confidentiality provisions and no right to modify the source code."

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Document background
The License Agreement serves as a crucial legal instrument in Malaysian commercial practice, used when a rights holder wishes to permit another party to use their intellectual property while maintaining ownership. This document type is essential for businesses engaging in technology transfer, brand licensing, software distribution, or any scenario where IP rights need to be formally licensed. The agreement must comply with Malaysian legislation, including the Contracts Act 1950, relevant IP laws (Patents Act 1983, Trade Marks Act 2019, Copyright Act 1987), and competition laws. It typically includes detailed provisions on scope of use, territory, duration, payment terms, quality control, and protection mechanisms for the licensed property.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including brief description of the licensed property and purpose of the license

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Scope of the license, including territory, exclusivity, and permitted uses

5. License Fee and Payment Terms: Financial terms including license fees, royalties, payment schedule, and reporting requirements

6. Protection of Licensed Property: Obligations regarding protection of IP rights, including registration and enforcement

7. Quality Control: Standards and requirements for use of the licensed property

8. Confidentiality: Obligations regarding confidential information exchanged during the license relationship

9. Term and Termination: Duration of agreement and circumstances for termination

10. Post-Termination Obligations: Obligations of parties after termination or expiry

11. Warranties and Representations: Warranties regarding ownership, right to license, and non-infringement

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

13. Governing Law and Dispute Resolution: Choice of Malaysian law and dispute resolution mechanisms

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

Optional Sections

1. Sub-licensing Rights: Include when licensee is permitted to grant sub-licenses

2. Technology Transfer: Include for technical licenses requiring knowledge transfer or training

3. Source Code Escrow: Include for software licenses where source code protection is needed

4. Export Control: Include when licensed property may be subject to export restrictions

5. Data Protection: Include when personal data processing is involved

6. Improvement Rights: Include when parties anticipate improvements to the licensed property

7. Competition Compliance: Include specific provisions to ensure compliance with Malaysian competition law

8. Insurance: Include when specific insurance coverage is required for licensed activities

Suggested Schedules

1. Licensed Property: Detailed description of the IP being licensed, including registration numbers

2. Territory: Detailed description of geographic territories where license is valid

3. License Fees and Royalties: Detailed payment terms, calculations, and reporting requirements

4. Quality Control Standards: Specific quality requirements and testing procedures

5. Technical Specifications: Technical details of licensed technology or software

6. Approved Uses: Specific approved uses and applications of the licensed property

7. Brand Guidelines: Guidelines for use of licensed trademarks or branding

8. Support Services: Details of any technical support or maintenance services

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions





















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Relevant Industries

Technology

Software Development

Manufacturing

Retail

Entertainment

Pharmaceuticals

Telecommunications

Consumer Goods

Automotive

Healthcare

Media & Broadcasting

Fashion & Apparel

Electronics

Biotechnology

Research & Development

Relevant Teams

Legal

Intellectual Property

Commercial

Business Development

Research & Development

Compliance

Finance

Operations

Marketing

Technology

Innovation

Product Development

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Licensing Manager

Business Development Manager

Contract Manager

Chief Technology Officer

Research & Development Director

Brand Manager

Compliance Officer

Chief Legal Officer

Innovation Manager

Product Manager

Technology Transfer Officer

Operations Director

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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