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A Patent License Agreement is essential when a party wishes to use, manufacture, or commercialize a patented invention owned by another entity. This document type is particularly crucial in the Philippine context, where it must comply with the Intellectual Property Code (Republic Act No. 8293) and the Technology Transfer Act (Republic Act No. 10055). The agreement details the scope of rights granted, territorial limitations, financial terms, and obligations of both parties. Patent Licence agreements are commonly used in technology transfers, joint ventures, or commercialization of research innovations, and they play a vital role in protecting intellectual property rights while facilitating technological advancement and commercial exploitation of patented inventions in the Philippines.

1. Parties: Identification of the Licensor and Licensee, including full legal names, addresses, and company registration details

2. Background: Context of the agreement, including brief description of the patent(s) and the parties' intentions

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

4. Grant of License: Scope of the license granted, including territory, exclusivity/non-exclusivity, and field of use

5. Patent Rights: Detailed description of the licensed patent rights, including patent numbers and jurisdictions

6. License Fees and Royalties: Financial terms including upfront payments, ongoing royalties, and payment mechanisms

7. Records and Audit Rights: Obligations regarding maintaining records and rights to audit

8. Quality Control: Standards and requirements for the licensed products or processes

9. Representations and Warranties: Statements of fact and promises by both parties regarding the patent rights and their authority

10. Term and Termination: Duration of the agreement and circumstances for termination

11. Confidentiality: Obligations regarding protection of confidential information

12. Infringement: Rights and obligations regarding third-party infringement and enforcement

13. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

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