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Licensing Contract Template for Singapore

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Key Requirements PROMPT example:

Licensing Contract

"Need a Licensing Contract for granting exclusive rights to our new software application across Southeast Asia to a Singapore-based tech company, with quarterly royalty payments and source code protection clauses, to be effective from March 2025."

Document background
A Licensing Contract is essential when one party wishes to grant another the right to use their intellectual property or proprietary assets while maintaining ownership. Under Singapore law, this document provides comprehensive protection for both licensor and licensee, detailing usage rights, territorial limitations, payment terms, and quality control requirements. The contract ensures compliance with Singapore's stringent IP protection framework while facilitating commercial exploitation of valuable assets.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal details

2. Background: Context of the agreement and brief description of the intellectual property being licensed

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Specific rights being granted, including scope, territory, and exclusivity

5. Term and Termination: Duration of the license and circumstances for termination

6. Payment Terms: License fees, royalties, and payment schedules

7. Intellectual Property Rights: Ownership and protection of IP rights

8. Confidentiality: Protection of confidential information

9. Governing Law: Specification of Singapore law as governing law

Optional Sections

1. Quality Control: Standards and requirements for licensed products - use when licensing involves manufacturing or product development

2. Marketing and Promotion: Requirements for marketing licensed products/services - use when licensing involves commercial distribution

3. Training and Support: Details of technical support and training provided - use when licensing involves technical knowledge transfer

4. Insurance: Insurance requirements for parties - use when licensing involves significant risk or regulatory requirements

5. Source Code Escrow: Terms for source code protection and access - use when licensing software

Suggested Schedules

1. Schedule 1: Licensed IP: Detailed description of licensed intellectual property

2. Schedule 2: Territory: Detailed description of geographic territories covered

3. Schedule 3: Payment Schedule: Detailed breakdown of payments, royalties, and calculations

4. Schedule 4: Technical Specifications: Technical details and requirements for licensed technology

5. Schedule 5: Quality Standards: Detailed quality control requirements and specifications

6. Appendix A: Brand Guidelines: Guidelines for use of trademarks and branding

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


























Clauses






























Industries

Copyright Act 2021: Primary legislation governing copyright protection and licensing in Singapore, essential for intellectual property-related licenses

Patents Act (Cap. 221): Legislation governing patent rights and licensing of patented inventions in Singapore

Trade Marks Act (Cap. 332): Controls the registration and licensing of trademarks in Singapore

Registered Designs Act (Cap. 266): Regulates the registration and licensing of industrial designs in Singapore

Contract Law (Amendment) Act 2019: Updates to Singapore's contract law framework affecting all contractual agreements including licensing

Electronic Transactions Act (Cap. 88): Governs electronic contracts and digital signatures in Singapore

Competition Act (Cap. 50B): Ensures licensing agreements don't contain anti-competitive provisions or abuse market dominance

Consumer Protection (Fair Trading) Act: Protects consumer interests in B2C licensing transactions

TRIPS Agreement: International agreement setting minimum standards for intellectual property regulation affecting licensing

Singapore Free Trade Agreements: Various international treaties affecting cross-border licensing arrangements

Broadcasting Act: Specific regulations for media-related licenses and broadcasting rights

Telecommunications Act: Governs technology and telecommunications-related licensing

Securities and Futures Act: Regulates licensing in financial services sector

License Scope Requirements: Legal consideration for clearly defining the scope, limitations, and permitted uses of the licensed item

Duration and Territory Provisions: Legal requirements for specifying the time period and geographical scope of the license

Payment Terms Compliance: Legal considerations for structuring payment terms, currency, and financial obligations

Termination Clauses: Legal requirements for specifying conditions and procedures for contract termination

Dispute Resolution Mechanisms: Legal framework for handling disputes under Singapore law including jurisdiction and arbitration

Confidentiality Requirements: Legal provisions for protecting confidential information exchanged during the licensing relationship

Warranties and Indemnities: Legal guarantees and protections required in licensing agreements under Singapore law

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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