The Sub Licence Agreement is essential when a licensee wishes to extend licensed rights to third parties while maintaining compliance with the head licence. This document is commonly used in Singapore's technology, manufacturing, and retail sectors where intellectual property rights need to be cascaded down a supply or distribution chain. The agreement must carefully balance the rights granted under the head licence with those being sub-licensed, while adhering to Singapore's strict intellectual property laws and regulations. It typically includes detailed provisions on scope, territory, payment terms, and quality control measures.
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1. Parties: Identification of licensor and sub-licensee, including full legal names and addresses
2. Background: Context of the agreement, including reference to head licence and authority to sub-license
3. Definitions: Key terms used throughout the agreement
4. Grant of Sub-Licence: Scope of rights being sub-licensed, including any territorial or field restrictions
5. Duration and Termination: Term of the sub-licence and circumstances for termination
6. Payment Terms: Fees, royalties, and payment schedules
7. Warranties and Indemnities: Standard warranties and indemnification provisions
1. Quality Control: Required for trademark sub-licensing to maintain quality standards - use when trademark rights are involved
2. Improvements: Handling of improvements to licensed technology - use for technology licensing agreements
3. Data Protection: PDPA compliance provisions - use when personal data processing is involved
1. Schedule 1 - Licensed Rights: Detailed description of intellectual property being sub-licensed
2. Schedule 2 - Head Licence Terms: Relevant terms from the head licence that affect the sub-licence
3. Schedule 3 - Payment Terms: Detailed payment calculations and schedules
4. Schedule 4 - Technical Specifications: Technical details of licensed technology or products
Relevant legal definitions
Agreement
Background IP
Commencement Date
Confidential Information
Effective Date
Head Licence
Head Licensor
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Territory
Licensee
Licence Fee
Licence Period
Permitted Purpose
Royalties
Sub-Licensee
Sub-Licensed Rights
Technical Information
Term
Territory
Trade Marks
Working Day
Software
Source Code
Object Code
Documentation
Manufacturing Process
Quality Standards
Specifications
Patents
Clinical Data
Regulatory Approvals
Background IP
Commencement Date
Confidential Information
Effective Date
Head Licence
Head Licensor
Intellectual Property Rights
Licensed Products
Licensed Rights
Licensed Territory
Licensee
Licence Fee
Licence Period
Permitted Purpose
Royalties
Sub-Licensee
Sub-Licensed Rights
Technical Information
Term
Territory
Trade Marks
Working Day
Software
Source Code
Object Code
Documentation
Manufacturing Process
Quality Standards
Specifications
Patents
Clinical Data
Regulatory Approvals
Clauses
Grant of Sub-Licence
Scope of Rights
Territory Restrictions
Term and Duration
Payments and Royalties
Quality Control
Warranties
Indemnities
Confidentiality
Intellectual Property Rights
Compliance with Head Licence
Record Keeping
Audit Rights
Termination
Post-Termination Obligations
Assignment and Sub-Licensing
Force Majeure
Dispute Resolution
Governing Law
Notices
Entire Agreement
Variation
Severability
Relationship of Parties
Third Party Rights
Technical Support
Reporting Requirements
Improvements
Scope of Rights
Territory Restrictions
Term and Duration
Payments and Royalties
Quality Control
Warranties
Indemnities
Confidentiality
Intellectual Property Rights
Compliance with Head Licence
Record Keeping
Audit Rights
Termination
Post-Termination Obligations
Assignment and Sub-Licensing
Force Majeure
Dispute Resolution
Governing Law
Notices
Entire Agreement
Variation
Severability
Relationship of Parties
Third Party Rights
Technical Support
Reporting Requirements
Improvements
Relevant Industries
Relevant Teams
Relevant Roles
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