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IP License Agreement Template for Singapore

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Key Requirements PROMPT example:

IP License Agreement

"I need an IP License Agreement for licensing our patented manufacturing process to a Singapore-based company, with exclusive rights in Southeast Asia and including provisions for technical support and improvements developed during the license term starting March 2025."

Document background
An IP License Agreement is essential when businesses need to legally use, commercialize, or exploit intellectual property owned by others. This document, governed by Singapore law, establishes the terms under which IP rights can be used, including scope, duration, territory, and compensation. It's particularly relevant in today's knowledge-based economy where IP assets are crucial for business operations. The agreement provides protection for both the IP owner and the user while ensuring compliance with Singapore's comprehensive IP legal framework.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and ownership of the IP

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Scope and nature of the license being granted, including type (exclusive/non-exclusive), territory, and field of use

5. Term and Termination: Duration of the agreement and conditions for termination or renewal

6. Payment Terms: Royalties, fees, payment schedules, and reporting requirements

7. IP Protection: Measures to protect the licensed IP, including confidentiality obligations

8. Warranties and Representations: Assurances regarding IP ownership, validity, and non-infringement

9. Indemnification: Obligations to protect against third-party claims

10. Governing Law and Jurisdiction: Applicable law and dispute resolution mechanisms

Optional Sections

1. Quality Control: Standards and requirements for using the IP, particularly relevant for trademark licenses

2. Territory Restrictions: Specific geographical limitations on the use of the licensed IP

3. Improvements: Rights and obligations regarding modifications and improvements to the licensed IP

4. Sub-licensing Rights: Terms and conditions for granting sub-licenses to third parties

5. Source Code Escrow: Provisions for software source code protection and access

6. Training and Support: Terms regarding technical assistance and ongoing support

Suggested Schedules

1. Schedule 1: Licensed IP: Detailed description and specification of the intellectual property being licensed

2. Schedule 2: Territory: Detailed description of geographical scope and any territorial restrictions

3. Schedule 3: Royalty Calculations: Detailed payment terms, calculation methods, and reporting requirements

4. Schedule 4: Quality Standards: Specific quality control requirements, specifications, and compliance standards

5. Schedule 5: Technical Documentation: Technical specifications, user manuals, or other relevant documentation

Authors

Alex Denne

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

Relevant legal definitions

























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Industries

Copyright Act 2021: Primary legislation governing copyright protection in Singapore, including rights of copyright owners and licensing provisions

Patents Act 1994: Legislation governing patent protection, registration, and licensing in Singapore

Trade Marks Act 1998: Legislation governing trademark protection, registration, and licensing in Singapore

Registered Designs Act 2000: Legislation governing the protection and registration of industrial designs in Singapore

Geographical Indications Act 2014: Law protecting geographical indications in Singapore

Contract Law (Amendment) Act 2012: General contract law principles applicable to licensing agreements in Singapore

Electronic Transactions Act 2010: Legislation governing electronic contracts and digital signatures in Singapore

Competition Act 2004: Law ensuring licensing terms don't violate anti-competitive provisions in Singapore

TRIPS Agreement: International treaty setting minimum standards for IP protection, which Singapore adheres to

WIPO Copyright Treaty: International treaty providing additional copyright protections, particularly for digital works

Paris Convention: International treaty for protection of industrial property, including patents and trademarks

Patent Cooperation Treaty: International patent law treaty providing unified procedure for patent filings

Madrid Protocol: International treaty for trademark registration across multiple jurisdictions

Personal Data Protection Act 2012: Singapore law governing collection, use, and disclosure of personal data

License Scope Requirements: Essential elements including exclusivity, territory restrictions, duration, royalty structure, and quality control provisions

Contractual Safeguards: Key provisions including sub-licensing rights, termination conditions, dispute resolution mechanisms, warranties and indemnities

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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