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The Non-Exclusive Perpetual License agreement is essential for businesses operating in the Philippines who need to secure long-term rights to use intellectual property without requiring exclusivity. This document is particularly relevant when the licensor wishes to maintain the ability to grant similar rights to multiple licensees while providing perpetual usage rights to each licensee. The agreement must comply with Philippine intellectual property laws, including the Intellectual Property Code (RA 8293) and related regulations. It typically includes comprehensive provisions covering license scope, territory restrictions, quality control requirements, and payment terms. This type of agreement is commonly used in technology transfers, software licensing, manufacturing agreements, and other commercial arrangements where ongoing IP usage rights are required without the need for renewal or renegotiation.

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

2. Background: Context of the agreement, description of the intellectual property, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Licensed IP', 'Territory', and 'Field of Use'

4. Grant of License: Clear statement of the non-exclusive, perpetual license grant, including scope, territory, and field of use

5. License Fees and Payment Terms: Details of upfront payments, royalties (if any), and payment mechanisms

6. Licensor's Obligations: Responsibilities of the licensor, including IP maintenance and technical support if applicable

7. Licensee's Obligations: Responsibilities of the licensee, including usage restrictions and quality control requirements

8. Intellectual Property Rights: Confirmation of IP ownership, protection of rights, and handling of improvements

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

10. Indemnification: Mutual indemnification provisions for IP infringement and breach of agreement

11. Confidentiality: Protection of confidential information exchanged during the agreement

12. Term and Termination: Specification of perpetual nature and limited termination rights

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