Foreign Licensing Agreement for Singapore

Foreign Licensing Agreement Template for Singapore

A Foreign Licensing Agreement under Singapore law is a legally binding contract that enables foreign intellectual property owners to license their IP rights to Singapore-based entities. The agreement is structured according to Singapore's robust IP protection framework and complies with local licensing regulations. It covers essential elements including license scope, territory restrictions, royalty structures, quality control measures, and dispute resolution mechanisms, while ensuring compliance with Singapore's Copyright Act, Patents Act, and related legislation.

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What is a Foreign Licensing Agreement?

The Foreign Licensing Agreement serves as the primary legal instrument for international technology transfer and IP commercialization in Singapore. This document type is essential when foreign IP owners wish to grant rights to Singapore-based entities to use, manufacture, distribute, or sell products or services incorporating their intellectual property. The agreement must comply with Singapore's comprehensive IP legal framework, including the Copyright Act 2021, Patents Act, and various international treaties. It typically includes detailed provisions on license scope, territory, royalties, quality control, and compliance with local regulations.

What sections should be included in a Foreign Licensing Agreement?

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

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

3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, Field of Use

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

5. Royalties and Payments: Payment terms, calculation methods, reporting requirements

6. Quality Control: Standards maintenance, inspection rights, approval processes

7. IP Protection: Obligations regarding IP protection, infringement handling

8. Term and Termination: Duration, renewal options, termination grounds

9. Governing Law: Singapore law provisions and jurisdiction

What sections are optional to include in a Foreign Licensing Agreement?

1. Improvements: Rights and obligations regarding technological improvements and their ownership/licensing

2. Sub-licensing Rights: Terms and conditions under which the licensee may sub-license the IP to third parties

3. Export Controls: Provisions dealing with export restrictions and compliance with international trade regulations

4. Technical Support: Terms governing the provision of technical assistance and support services

What schedules should be included in a Foreign Licensing Agreement?

1. Schedule 1 - Licensed IP: Detailed description of intellectual property being licensed including patents, trademarks, copyrights, or know-how

2. Schedule 2 - Territory: Detailed definition of territorial scope and any territorial restrictions

3. Schedule 3 - Royalty Calculations: Detailed royalty calculation methods, examples, and payment schedules

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

5. Schedule 5 - Reporting Templates: Required formats for periodic reports and royalty statements

Authors

Alex Denne

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

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Clauses
Industries

Copyright Act 2021: Primary legislation governing copyright protection and licensing in Singapore, essential for protecting intellectual property rights in licensing agreements

Patents Act: Regulates patent rights and their commercial exploitation through licensing in Singapore

Trade Marks Act: Governs trademark protection and licensing arrangements in Singapore

Registered Designs Act: Controls the protection and licensing of industrial designs in Singapore

Competition Act: Ensures licensing agreements do not contain anti-competitive provisions or abuse market dominance

Income Tax Act: Regulates taxation of royalty payments and licensing income in Singapore

TRIPS Agreement: International treaty setting minimum standards for IP protection and enforcement that Singapore adheres to

Singapore FTAs: Various Free Trade Agreements that may affect cross-border licensing arrangements

International IP Conventions: Including Paris Convention and Berne Convention, establishing international IP protection standards

Exchange Control Regulations: MAS regulations governing international financial transactions and royalty payments

Foreign Investment Regulations: Rules governing foreign investment and technology transfer in Singapore

Singapore Contract Law: Common law principles governing formation and enforcement of contracts in Singapore

Unfair Contract Terms Act: Protects against unreasonable contract terms and conditions in licensing agreements

Electronic Transactions Act: Governs electronic execution and validity of digital contracts and signatures

Personal Data Protection Act: Regulates the collection, use, and disclosure of personal data in licensing arrangements

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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