An Exclusive License Agreement is essential when a rights holder wishes to grant sole usage rights of their intellectual property to another party in Singapore. This document, governed by Singapore law, establishes the exclusive relationship between licensor and licensee, defining the scope of rights, territorial limitations, quality standards, and commercial terms. It's particularly crucial for protecting both parties' interests while ensuring compliance with Singapore's IP laws, Competition Act, and relevant industry regulations.
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1. Parties: Identifies the licensor and licensee with full legal details
2. Background: Context of the agreement and ownership of intellectual property
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Specific rights being licensed and scope of exclusivity
5. Territory: Geographical scope of the license
6. Term and Termination: Duration and conditions for ending the agreement
7. Payment Terms: Fees, royalties, and payment schedule
8. Representations and Warranties: Legal assurances and guarantees from both parties
9. Confidentiality: Protection of confidential information exchanged during the agreement
10. Governing Law and Jurisdiction: Specification of Singapore law and jurisdiction for dispute resolution
1. Quality Control: Standards and monitoring requirements for maintaining quality of licensed IP usage
2. Sub-licensing Rights: Terms and conditions under which the licensee may grant sub-licenses
3. Improvements: Rights and obligations regarding modifications and improvements to the licensed IP
4. Competition Compliance: Specific provisions ensuring compliance with competition laws
5. Insurance: Requirements for insurance coverage related to the licensed IP
1. Schedule 1: Licensed IP: Detailed description and specification of intellectual property being licensed
2. Schedule 2: Territory: Detailed map or list of territories covered by the license
3. Schedule 3: Royalty Calculations: Detailed payment terms, calculation methods, and reporting requirements
4. Schedule 4: Quality Standards: Specific quality requirements, specifications, and monitoring procedures
5. Schedule 5: Approved Sub-licensees: List of pre-approved sub-licensees (if applicable)
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