Royalty Agreement Template Malaysia
This is for informational purposes only. For legal advice or assistance, please consult with an attorney.
Here's a sample royalty agreement for Malaysia, considering common practices in the country:
ROYALTY AGREEMENT
This Royalty Agreement (the "Agreement") is made and entered into as of [Date] by and between [Licensor Name] (the "Licensor"), a [Licensor's Legal Form] with its principal place of business at [Licensor's Address], and [Licensee Name] (the "Licensee"), a [Licensee's Legal Form] with its principal place of business at [Licensee's Address].
1. Grant of License
1.1 Licensed Property: The Licensor grants to the Licensee a non-exclusive, non-transferable license to use the following intellectual property (the "Licensed Property"):
* [Specific description of the licensed property, e.g., trademark, patent, copyright, trade secret, etc.]
1.2 Scope of License: The Licensee may use the Licensed Property for the following purposes:
* [Specific description of the permitted uses, e.g., manufacturing, selling, distributing, etc.]
1.3 Territory: The Licensee's rights under this Agreement are limited to the following territory:
* [Specify the territory, e.g., Malaysia, specific regions within Malaysia, etc.]
2. Royalty Payments
2.1 Royalty Rate: The Licensee shall pay to the Licensor a royalty of [Royalty Rate] of [Net Sales/Gross Sales/Other Basis] of the [Products/Services] incorporating the Licensed Property.
2.2 Royalty Payment Schedule: Royalty payments shall be made
[Monthly/Quarterly/Annually/Other] on the [Day] of each [Month/Quarter/Year].
2.3 Reporting: The Licensee shall submit detailed sales reports to the Licensor within [Number] days of the end of each [Month/Quarter/Year].
3. License Term
3.1 Term: The term of this Agreement shall commence on [Start Date] and shall continue for a period of [Number] years, unless terminated earlier as provided herein.
4. Licensee's Obligations
4.1 Confidentiality: The Licensee shall keep the Licensed Property confidential and shall not disclose it to any third party without the prior written consent of the Licensor.
4.2 Intellectual Property Rights: The Licensee acknowledges that the Licensor retains ownership of all intellectual property rights in the Licensed Property.
4.3 Quality Standards: The Licensee shall comply with all applicable laws and regulations in connection with the use of the Licensed Property.
5. Termination
5.1 Material Breach: Either party may terminate this Agreement upon [Number] days' written notice to the other party in the event of a material breach of this Agreement by the other party.
5.2 Other Grounds: This Agreement may also be terminated by either party upon [Number] days' written notice to the other party in the event of:
* [Specify additional termination grounds, e.g., insolvency, bankruptcy, etc.]
6. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
7. Dispute Resolution
Any dispute arising out of or in connection with this Agreement shall be resolved through [Specify dispute resolution mechanism, e.g., negotiation, mediation, arbitration].
[Signatures of Parties]
[Name and Title of Licensor]
[Date]
[Name and Title of Licensee]
[Date]
Disclaimer: This is a sample agreement and may not be suitable for all situations. It is recommended that you consult with a legal professional to ensure that the agreement meets your specific needs and complies with all applicable laws and regulations.
Sample Royalty Agreement for an Accounting Firm
Here's a basic sample royalty agreement for an accounting firm in Malaysia involving the licensing of a brand name:
ROYALTY AGREEMENT
This Royalty Agreement (the "Agreement") is made and entered into as of [Date] by and between [Licensor Name] (the "Licensor"), a [Licensor's Legal Form] with its principal place of business at [Licensor's Address], and [Licensee Name] (the "Licensee"), a [Licensee's Legal Form] with its principal place of business at [Licensee's Address].
1. Grant of License
1.1 Licensed Property: The Licensor grants to the Licensee a non-exclusive, non-transferable license to use the following intellectual property (the "Licensed Property"):
The trademark "[Brand Name]"
The associated goodwill, brand identity, and marketing materials associated with the Licensed Property
1.2 Scope of License: The Licensee may use the Licensed Property for the following purposes: Providing accounting services under the [Brand Name] brand Marketing and advertising services under the [Brand Name] brand within the specified territory
1.3 Territory: The Licensee's rights under this Agreement are limited to the following territory: * [Specify the territory, e.g., Malaysia, specific regions within Malaysia, etc.]
2. Brand Standards and Quality Control
2.1 Brand Standards: The Licensee shall adhere to the brand standards and guidelines provided by the Licensor, as outlined in the Brand Manual attached hereto as Exhibit A.
2.2 Quality Control: The Licensee shall implement and maintain quality control procedures as specified in the Brand Manual, including but not limited to:
Regular audits of service delivery processes
Customer satisfaction surveys
Employee training programs
Compliance with professional standards and regulatory requirements
The Licensee shall ensure that services provided under the [Brand Name] brand meet the standards set forth by the Licensor. The Licensor shall have the right to conduct periodic audits to verify compliance with these standards.
3. Marketing and Advertising
3.1 Marketing and Advertising Guidelines: [The Licensee shall follow the marketing and advertising guidelines provided by the Licensor.] / [The Licensee shall adhere to the marketing and advertising guidelines outlined in the Brand Manual.
3.2 Joint Marketing Activities: Any joint marketing activities shall be undertaken in accordance with a separate written agreement between the parties, which shall specify the roles, responsibilities, and cost-sharing arrangements.
4. Intellectual Property Rights
4.1 Ownership: The Licensor retains ownership of all intellectual property rights in the Licensed Property, including trademarks, logos, and marketing materials.
4.2 Use of Intellectual Property: The Licensee may use the Licensed Property solely in accordance with the terms of this Agreement.
5. Royalty Payments
5.1 Royalty Rate: The Licensee shall pay to the Licensor a royalty of [Royalty Rate] of [Net Fees/Gross Fees/Other Basis] derived from the use of the Licensed Property.
5.2 Royalty Payment Schedule: Royalty payments shall be made [Monthly/Quarterly/Annually/Other] on the [Day] of each [Month/Quarter/Year].
5.3 Reporting: The Licensee shall submit detailed financial reports to the Licensor within [Number] days of the end of each [Month/Quarter/Year].
6. License Term
6.1 Term: The term of this Agreement shall commence on [Start Date] and shall continue for a period of [Number] years, unless terminated earlier as provided herein.
7. Licensee's Obligations
7.1 Confidentiality: The Licensee shall keep the Licensed Property confidential and shall not disclose it to any third party without the prior written consent of the Licensor.
7.2 Brand Standards: The Licensee shall adhere to the brand standards and guidelines provided by the Licensor.
7.3 Quality Standards: The Licensee shall maintain the quality of services provided under the [Brand Name] brand.
8. Termination
8.1 Material Breach: Either party may terminate this Agreement upon [Number] days' written notice to the other party in the event of a material breach of this Agreement by the other party.
8.2 Failure to Maintain Brand Standards: The Licensor may terminate this Agreement if the Licensee fails to maintain the brand standards and quality control measures.
8.3 Other Grounds: This Agreement may also be terminated by either party upon [Number] days' written notice to the other party in the event of: * [Specify additional termination grounds, e.g., insolvency, bankruptcy, etc.]
9. Governing Law This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
10. Dispute Resolution Any dispute arising out of or in connection with this Agreement shall be resolved through [Specify dispute resolution mechanism, e.g., negotiation, mediation, arbitration].
[Signatures of Parties]
[Name and Title of Licensor]
[Date]
[Name and Title of Licensee]
[Date]
Key Sections of the Brand Manual
The Brand Manual should include detailed guidelines on the following:
Brand Identity:
Logo usage guidelines
Color palette
Typography
Brand voice and tone
Marketing and Advertising Guidelines:
Messaging and key selling points
Media channels and platforms
Advertising materials and templates
Social media guidelines
PR and media relations
Quality Control Standards:
Service delivery standards
Client communication protocols
Record-keeping and documentation
Staff training and development
Additional Considerations:
Brand Standards: Ensure that the agreement outlines specific brand standards and guidelines that the Licensee must follow to maintain the brand's reputation.
Quality Control: Include provisions for quality control and monitoring to ensure that the Licensee provides services that meet the Licensor's standards.
Marketing and Advertising: Specify the roles and responsibilities of both parties in marketing and advertising the services under the brand name.
Intellectual Property Rights: Clearly define the ownership of intellectual property rights, including any trademarks, logos, and marketing materials.
Termination for Cause: Consider including provisions for termination if the Licensee fails to maintain the brand's reputation or violates the agreement's terms.
Additional Notes:
Brand Manual: A detailed Brand Manual should be attached as Exhibit A to the agreement, outlining specific guidelines for branding, marketing, and quality standards.
Quality Control Procedures: The agreement should specify the types of quality control measures that the Licensee must implement, such as regular audits, customer satisfaction surveys, and employee training.
Marketing and Advertising Guidelines: The guidelines should cover aspects such as advertising messaging, media channels, and promotional materials.
Joint Marketing Activities: If joint marketing activities are planned, the agreement should outline the roles and responsibilities of each party, as well as the sharing of costs and revenues.
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