The Sublicensable License agreement is essential when an entity wishes to not only use intellectual property but also grant rights to third parties. Under Singapore jurisdiction, this document provides a robust framework for managing complex licensing relationships, particularly important in technology transfer, franchise operations, and intellectual property commercialization. The agreement includes specific provisions for protecting the original IP owner's rights while enabling business scalability through controlled sublicensing arrangements. It addresses key aspects of Singapore's IP regime, including compliance with the Copyright Act 2021 and related legislation.
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1. Parties: Identification of licensor, licensee, and their legal details
2. Background: Context of the agreement and ownership of intellectual property
3. Definitions: Key terms used throughout the agreement
4. Grant of License: Scope and nature of license, including sublicensing rights
5. Term and Termination: Duration and termination conditions
6. Payment Terms: License fees, royalties, and payment conditions
7. Intellectual Property Rights: Ownership and protection of IP
8. Warranties and Representations: Guarantees and statements about the licensed IP and rights to license
9. Indemnification: Protection against claims and losses
10. Governing Law and Jurisdiction: Application of Singapore law and dispute resolution mechanisms
1. Quality Control: Standards and requirements for licensed products/services when license involves manufacturing or service delivery
2. Territory Restrictions: Geographic limitations and restrictions on license use when territory-specific constraints apply
3. Source Code Escrow: Terms for source code protection and access conditions when licensing software
4. Compliance with Laws: Specific obligations regarding regulatory compliance when operating in regulated industries
5. Data Protection: Provisions related to handling personal data when license involves data processing
1. Schedule 1: Licensed IP: Detailed description and specification of the licensed intellectual property
2. Schedule 2: Royalty Calculations: Detailed methodology and examples for calculating royalties and other payments
3. Schedule 3: Technical Specifications: Technical details and requirements of licensed technology or IP
4. Schedule 4: Quality Standards: Detailed quality requirements, testing procedures, and acceptance criteria
5. Schedule 5: Approved Sublicensees: List of pre-approved sublicensees and related conditions
Relevant legal definitions
Clauses
Grant of License
Sublicensing Rights
Intellectual Property Rights
Royalties and Payments
Territory Restrictions
Term and Duration
Termination
Confidentiality
Quality Control
Warranties
Indemnification
Assignment
Audit Rights
Dispute Resolution
Governing Law
Force Majeure
Reporting Requirements
Technical Support
Improvements
Notices
Sublicensing Rights
Intellectual Property Rights
Royalties and Payments
Territory Restrictions
Term and Duration
Termination
Confidentiality
Quality Control
Warranties
Indemnification
Assignment
Audit Rights
Dispute Resolution
Governing Law
Force Majeure
Reporting Requirements
Technical Support
Improvements
Notices
Relevant Industries
Relevant Teams
Relevant Roles
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