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.
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Key Requirements PROMPT example:
Foreign Licensing Agreement
"Need a Foreign Licensing Agreement for licensing our US-based software technology to a Singapore distributor, with exclusive rights for Southeast Asia and royalty payments of 8% of net sales, starting from March 2025."
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
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
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
Relevant legal definitions
Agreement
Affiliate
Business Day
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patents
Quality Standards
Royalties
Royalty Period
Subsidiary
Technical Documentation
Term
Third Party
Trade Marks
Working Day
Affiliate
Business Day
Commencement Date
Confidential Information
Effective Date
Field of Use
Improvements
Intellectual Property Rights
Licensed IP
Licensed Products
Licensed Technology
Licensed Territory
Licensee
Licensor
Net Sales
Patents
Quality Standards
Royalties
Royalty Period
Subsidiary
Technical Documentation
Term
Third Party
Trade Marks
Working Day
Clauses
Grant of License
Territory and Exclusivity
License Fee and Royalties
Payment Terms
Quality Control
Technical Support
Intellectual Property Protection
Confidentiality
Representations and Warranties
Sub-licensing
Improvements
Record Keeping and Audit Rights
Compliance with Laws
Export Control
Term and Termination
Force Majeure
Assignment
Non-Competition
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment and Waiver
Third Party Rights
Data Protection
Technology Transfer
Territory and Exclusivity
License Fee and Royalties
Payment Terms
Quality Control
Technical Support
Intellectual Property Protection
Confidentiality
Representations and Warranties
Sub-licensing
Improvements
Record Keeping and Audit Rights
Compliance with Laws
Export Control
Term and Termination
Force Majeure
Assignment
Non-Competition
Indemnification
Insurance
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Amendment and Waiver
Third Party Rights
Data Protection
Technology Transfer
Relevant Industries
Relevant Teams
Relevant Roles
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