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Unlimited License Template for Malaysia

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Key Requirements PROMPT example:

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."

Document background
This document template is designed for situations where a permanent, unlimited transfer of intellectual property rights is required while maintaining original ownership. The Unlimited License agreement, structured under Malaysian law, provides a comprehensive framework for granting unrestricted usage rights to intellectual property, technology, or other proprietary assets. It is particularly valuable for businesses seeking to monetize their intellectual property without transferring ownership, or for organizations requiring perpetual rights to use critical assets. The document incorporates essential elements required by Malaysian legislation, including the Copyright Act 1987 and Contracts Act 1950, and includes provisions for electronic execution under the Electronic Commerce Act 2006. It is suitable for both domestic Malaysian transactions and international licensing arrangements where Malaysian law governs the agreement.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

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Relevant Industries

Technology

Software Development

Media and Entertainment

Manufacturing

Research and Development

Telecommunications

Healthcare

Education

Financial Services

Professional Services

Biotechnology

Consumer Products

Relevant Teams

Legal

Intellectual Property

Commercial

Technology

Business Development

Compliance

Research and Development

Innovation

Operations

Corporate Affairs

Risk Management

Relevant Roles

Legal Counsel

Intellectual Property Manager

Commercial Director

Chief Technology Officer

Licensing Manager

Business Development Manager

Contract Administrator

Chief Legal Officer

Technology Transfer Officer

Compliance Officer

Innovation Director

Research 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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