Royalty License Template for Singapore

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Key Requirements PROMPT example:

Royalty License

"Need a Royalty License agreement for licensing our patented software technology to a Singapore-based manufacturer, with quarterly payment terms and a minimum annual royalty of 5% of net sales, to commence from March 2025."

What is a Royalty License?

A Royalty License is essential when one party wishes to grant another the right to use their intellectual property in exchange for regular payments based on usage or revenue. This document type is commonly used in Singapore's commercial landscape, particularly in technology transfer, brand licensing, and content distribution. The agreement must comply with Singapore's IP laws, competition regulations, and tax requirements. It typically includes detailed provisions on payment calculations, reporting requirements, quality standards, and dispute resolution mechanisms.

What sections should be included in a Royalty License?

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

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

3. Definitions: Key terms used throughout the agreement

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

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

6. Term and Termination: Duration of agreement and circumstances for termination

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

8. Confidentiality: Protection of confidential information

9. Governing Law: Specification of Singapore law as governing law

What sections are optional to include in a Royalty License?

1. Quality Control: Standards and requirements for licensed products - use when licensing trademarks or patents for product manufacturing

2. Sublicensing Rights: Terms for granting sublicenses - use when licensee may need to sublicense rights to third parties

3. Improvements: Rights to improvements or modifications - use when licensed IP may be improved or modified during the term

4. Export Controls: Compliance with export regulations - use when international trade is involved

5. Insurance: Required insurance coverage - use when licensed IP is used in high-risk applications

What schedules should be included in a Royalty License?

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

2. Schedule 2: Royalty Calculations: Detailed formula and examples for calculating royalties

3. Schedule 3: Territory: Detailed description of geographic scope

4. Schedule 4: Quality Standards: Specific quality requirements and testing procedures

5. Schedule 5: Reporting Template: Format for royalty reports and sales documentation

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

Relevant legal definitions
Clauses
Industries

Copyright Act 2021: Primary legislation governing copyright protection in Singapore, essential for defining copyrightable elements in the license agreement

Patents Act 1994: Governs patent rights and protection in Singapore, crucial for patent licensing arrangements

Trade Marks Act 1998: Regulates trademark protection and licensing in Singapore

Registered Designs Act 2000: Covers the protection and licensing of industrial designs in Singapore

Geographical Indications Act 2014: Protects geographical indications and may be relevant if the license involves products with geographical significance

Electronic Transactions Act 2010: Governs electronic transactions and digital signatures, relevant for electronically executed agreements

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and limits the extent to which liability can be excluded

Competition Act 2004: Ensures licensing terms comply with competition law and don't contain anti-competitive provisions

Income Tax Act 1947: Governs taxation of royalty payments and other income in Singapore

Goods and Services Tax Act 1993: Regulates GST implications on royalty payments and related transactions

Currency Act: Regulates currency matters and international payments in Singapore

Arbitration Act 2001: Governs domestic arbitration proceedings for dispute resolution

International Arbitration Act: Regulates international arbitration proceedings and enforcement of foreign arbitral awards

Mediation Act 2017: Provides framework for mediation as an alternative dispute resolution method

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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