Third Party License Agreement for Singapore

Third Party License Agreement Template for Singapore

A Third Party License Agreement under Singapore law is a legally binding contract that governs the terms under which intellectual property rights are licensed to a third party for specific uses. The agreement operates within Singapore's robust intellectual property framework, incorporating provisions from the Copyright Act 2021, Patents Act, and other relevant legislation. It establishes the scope of licensed rights, payment terms, usage restrictions, and obligations of all parties involved.

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What is a Third Party License Agreement?

The Third Party License Agreement is essential when organizations need to formally grant rights to use their intellectual property to third parties while maintaining ownership and control. This document is particularly relevant in Singapore's technology-focused economy and must comply with local intellectual property laws and regulations. It typically includes detailed provisions on usage rights, territorial restrictions, payment terms, and compliance requirements. The agreement is designed to protect the interests of both the licensor and licensee while ensuring clear guidelines for the use of licensed materials.

What sections should be included in a Third Party License Agreement?

1. Parties: Identification of licensor, licensee, and any other relevant parties

2. Background: Context of the agreement and brief description of the licensed material/rights

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Specific rights being licensed and scope of use

5. Term and Termination: Duration of license and conditions for termination

6. Payment Terms: License fees, royalties, and payment schedules

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

8. Warranties and Representations: Legal guarantees and assurances from both parties

9. Indemnification: Protection against third-party claims and damages

10. Confidentiality: Protection of confidential information exchanged during the license period

11. Governing Law and Jurisdiction: Singapore law as governing law and jurisdiction for dispute resolution

What sections are optional to include in a Third Party License Agreement?

1. Source Code Escrow: Terms for source code protection and access conditions - used for software licensing agreements

2. Territory Restrictions: Geographical limitations on license use - included when license is limited to specific regions

3. Minimum Performance Requirements: Required usage or sales targets - relevant for commercial distribution licenses

4. Data Protection: Compliance with PDPA and data protection requirements - needed when personal data processing is involved

5. Support and Maintenance: Terms for ongoing technical support and maintenance - included when support services are part of the agreement

What schedules should be included in a Third Party License Agreement?

1. Schedule 1 - Licensed Material: Detailed description of licensed intellectual property, including specifications and documentation

2. Schedule 2 - License Fees: Detailed breakdown of payment structure, including royalties and payment schedules

3. Schedule 3 - Technical Specifications: Technical details and requirements of the licensed material

4. Schedule 4 - Support Services: Details of maintenance and support provisions, including service levels and response times

5. Schedule 5 - Authorized Users: List of authorized users or user categories permitted to use the licensed material

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 & Entertainment
Manufacturing
Telecommunications
Healthcare

Relevant Teams

Legal
Intellectual Property
Technology
Finance
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Commercial
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Relevant Roles

Chief Technology Officer
Intellectual Property Manager
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Licensing Manager
Business Development Manager
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