Royalty Agreement Template for Singapore

A Royalty Agreement sets out how one party can use another's intellectual property in exchange for regular payments. These contracts are common in Singapore's creative, tech, and manufacturing sectors, where businesses license everything from software and music to patents and trademarks.

Under Singapore's IP laws, these agreements spell out key details like payment rates, usage rights, and quality control requirements. They protect both the IP owner (who receives royalties) and the licensee (who gains legal permission to use the IP). Most agreements include audit rights and compliance with Singapore's Copyright Act and Patents Act, ensuring proper tracking of sales and royalty calculations.

Use a Royalty Agreement when you plan to monetize your intellectual property or need to license someone else's IP in Singapore. This includes situations like launching a franchise, licensing proprietary technology, or commercializing creative works such as music, books, or software.

A Royalty Agreement becomes essential before starting any revenue-sharing arrangement involving IP rights. For example, when a local manufacturer wants to use a patented design, or when an entertainment company needs to license content for distribution. Getting this agreement in place early helps prevent disputes over payment terms and usage rights while ensuring compliance with Singapore's IP regulations.

• License And Royalty Agreement: Comprehensive agreement covering both usage rights and payment terms, commonly used for software and technology licensing
• Brand Royalty Agreement: Focuses on brand assets like trademarks and logos, often used in franchising and merchandising
• Royalty Investment Agreement: Structures investment deals where returns are paid as royalties from future revenue
• Royalty Purchase Agreement: Used for outright purchase of royalty rights, common in entertainment and publishing
• Royalty Fee License: Simplified agreement focusing primarily on fee structure and payment terms

• IP Owners: Authors, inventors, artists, and companies who create intellectual property and want to license it while maintaining ownership rights
• Licensees: Businesses or individuals who pay royalties to use others' IP, such as manufacturers, publishers, or technology companies
• Legal Counsel: Corporate lawyers and IP specialists who draft and review agreements to ensure compliance with Singapore's IP laws
• Financial Officers: Accountants and finance teams who manage royalty calculations, payments, and auditing requirements
• Industry Regulators: IPOS officials and other authorities who may review agreements for compliance with Singapore's IP framework

• IP Details: Document the specific intellectual property being licensed, including registration numbers, expiry dates, and territorial coverage in Singapore
• Payment Terms: Determine royalty rates, calculation methods, payment schedules, and reporting requirements
• Usage Rights: Define exactly how the IP can be used, any restrictions, and quality control measures
• Party Information: Gather full legal names, registration details, and authorized signatories of all parties
• Duration Terms: Decide on agreement length, renewal options, and termination conditions
• Compliance Check: Review Singapore's IP laws and industry-specific regulations that may affect the agreement

• Parties Section: Full legal names and details of licensor and licensee, including registration numbers for businesses
• IP Description: Detailed description of intellectual property, including registration numbers and territorial scope
• Grant Clause: Clear specification of rights being licensed and any usage limitations
• Payment Terms: Royalty rates, calculation methods, payment schedules, and reporting requirements
• Quality Control: Standards for IP use and monitoring mechanisms
• Term and Termination: Duration, renewal options, and grounds for early termination
• Governing Law: Singapore law clause and jurisdiction for dispute resolution
• Execution Block: Proper signature sections with witness requirements

A Royalty Agreement differs significantly from an Asset Purchase Agreement in both structure and purpose. While both deal with intellectual property rights, they serve different business objectives under Singapore law.

• Ownership Transfer: Royalty Agreements maintain the original owner's rights while licensing usage, whereas Asset Purchase Agreements transfer full ownership permanently
• Payment Structure: Royalty Agreements involve ongoing payments based on usage or sales, while Asset Purchase Agreements typically require a one-time payment
• Duration: Royalty Agreements are usually time-limited with renewal options, but Asset Purchase Agreements represent permanent transfers
• Control Rights: Under Royalty Agreements, the original owner retains quality control and usage restrictions; Asset Purchase Agreements give complete control to the buyer
• Risk Allocation: Royalty Agreements share commercial risk between parties, whereas Asset Purchase Agreements transfer all risk to the buyer