Master License for Singapore

Master License Template for Singapore

A Master License Agreement under Singapore law is a comprehensive contractual framework that establishes the terms and conditions for licensing intellectual property, technology, or other proprietary assets. It complies with Singapore's robust IP protection regime, including the Copyright Act, Patents Act, and related legislation. The agreement typically covers multiple products or technologies under a single umbrella agreement, streamlining the licensing process for ongoing business relationships.

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What is a Master License?

The Master License Agreement is designed for businesses seeking to establish a comprehensive licensing framework under Singapore law. This document is particularly valuable when a licensor plans to grant multiple licenses to the same licensee over time, avoiding the need for separate agreements for each license. The Master License structure provides flexibility while ensuring consistent terms across all licenses, incorporating Singapore's strict IP protection standards and regulatory requirements. It typically includes detailed provisions for IP rights, usage terms, territory restrictions, and compliance with local data protection laws.

What sections should be included in a Master License?

1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses

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

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Scope, nature, and territory of the license granted

5. License Fees and Payment Terms: Financial terms, payment schedule, and reporting requirements

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Confidentiality: Protection of confidential information

8. Term and Termination: Duration of agreement and termination provisions

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

What sections are optional to include in a Master License?

1. Technical Support and Maintenance: Terms for ongoing support services when software or technical products are being licensed

2. Quality Control: Quality standards and inspection rights for licensing involving manufacturing or product creation

3. Sub-licensing Rights: Terms for allowing licensee to grant sub-licenses when sub-licensing is permitted

4. Data Protection: PDPA compliance provisions when personal data processing is involved

5. Export Control: Export compliance requirements for international licensing arrangements

What schedules should be included in a Master License?

1. Schedule 1 - Licensed Products/Technology: Detailed description of licensed items

2. Schedule 2 - Territory Schedule: Specific geographic areas covered by the license

3. Schedule 3 - Fee Schedule: Detailed breakdown of fees, royalties, and payment terms

4. Schedule 4 - Technical Specifications: Detailed technical requirements and standards

5. Schedule 5 - Service Level Agreement: Performance metrics and service standards

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

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Free to use

Relevant legal definitions

Clauses

Relevant Industries

Technology
Media and Entertainment
Manufacturing
Pharmaceuticals
Telecommunications

Relevant Teams

Legal
Intellectual Property
Commercial
Technology
Finance

Relevant Roles

Chief Technology Officer
IP Counsel
Licensing Manager
Commercial Director
Chief Legal Officer

Industries

Copyright Act (Cap. 63): Primary legislation governing copyright protection and licensing in Singapore, essential for defining the scope of intellectual property rights in the license agreement

Patents Act (Cap. 221): Legislation governing patent rights and licensing in Singapore, crucial if the license involves patented technology or innovations

Trade Marks Act (Cap. 332): Controls the registration and use of trademarks in Singapore, relevant for licensing agreements involving branded products or services

Registered Designs Act (Cap. 266): Governs the protection of industrial designs in Singapore, applicable if the license includes design rights

Personal Data Protection Act 2012 (PDPA): Regulates the collection, use, and disclosure of personal data, crucial for licensing agreements involving data processing or transfer

Electronic Transactions Act (Cap. 88): Provides legal framework for electronic transactions and digital signatures, relevant for electronic execution of the license agreement

Contract Law (Amendment) Act 2012: Updates to Singapore's contract law framework, establishing basic principles for contract formation and enforcement

Unfair Contract Terms Act (Cap. 396): Regulates unfair terms in contracts, ensuring balance and fairness in the license agreement

Consumer Protection (Fair Trading) Act (Cap. 52A): Protects consumer interests in commercial transactions, applicable if the license agreement involves B2C relationships

Computer Misuse Act (Cap. 50A): Addresses cybersecurity and computer crimes, relevant for software licensing and digital content

Broadcasting Act (Cap. 28): Regulates broadcasting services and content, applicable if the license involves media or broadcasting rights

Telecommunications Act (Cap. 323): Governs telecommunications systems and services, relevant for licenses involving telecommunications technology

TRIPS Agreement: International agreement on intellectual property rights, important for cross-border licensing arrangements

Competition Act (Cap. 50B): Prevents anti-competitive practices, ensuring license terms don't violate competition law principles

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Third Party License

A Singapore-law governed agreement establishing terms for third party use of intellectual property or proprietary assets.

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What is a Master License?

What sections should be included in a Master License?

What sections are optional to include in a Master License?

What schedules should be included in a Master License?

Authors

Alex Denne

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