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Unlimited License
"I need an Unlimited License agreement under Malaysian law for a software application that we're licensing to a manufacturing company, with provisions for technical support and source code escrow, to be effective from March 1, 2025."
1. Parties: Identifies and provides full details of the licensor and licensee
2. Background: Sets out the context of the agreement, including ownership of the intellectual property and purpose of the license
3. Definitions: Defines key terms used throughout the agreement for clarity and precision
4. Grant of License: Specifies the scope of the unlimited license, including territory, duration, and permitted uses
5. License Fee: Details the payment terms, including any ongoing royalties or one-time fees
6. Intellectual Property Rights: Confirms ownership of IP and specifies any restrictions on use
7. Warranties and Representations: Statements of fact and promises by both parties regarding their authority and the licensed material
8. Confidentiality: Obligations regarding confidential information shared during the agreement
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. Governing Law and Jurisdiction: Confirms Malaysian law applies and specifies jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including notices, entire agreement, and severability
1. Quality Control: Required when the licensed material needs to maintain certain quality standards
2. Sub-licensing Rights: Include when the licensee may need to sub-license the rights to others
3. Source Code Escrow: For software licenses where source code protection is needed
4. Export Control: Required when the licensed material may be subject to export restrictions
5. Data Protection: Include when personal data processing is involved in the license implementation
6. Maintenance and Support: For licenses involving technical materials requiring ongoing support
7. Insurance: When specific insurance coverage is required for high-risk licenses
8. Change Control: For licenses involving materials that may need updating or modification
1. Schedule 1 - Licensed Material: Detailed description of the intellectual property being licensed
2. Schedule 2 - Technical Specifications: Technical details and requirements for the licensed material
3. Schedule 3 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms
4. Schedule 4 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable
5. Schedule 5 - Service Level Agreement: Performance metrics and service levels if applicable
6. Appendix A - Usage Guidelines: Detailed guidelines for proper use of the licensed material
7. Appendix B - Support Procedures: Procedures for obtaining technical support if included
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