Trade Mark Licence Agreement Template for Singapore

A Trade Mark Licence Agreement is a legal contract that allows you, as a trademark owner, to grant another party permission to use your registered trademark while retaining ownership and control. Under Singapore law, this document serves as the foundation for commercial licensing arrangements, ensuring your intellectual property rights are protected while enabling business expansion through authorized third-party use.

When do you need this document?

You need a Trade Mark Licence Agreement when entering franchising arrangements where franchisees will use your brand name and logo. It's essential for manufacturer-distributor relationships where distributors require trademark usage rights to market your products effectively. The document is crucial when licensing your brand to overseas partners for international expansion, or when permitting subsidiaries or joint venture partners to use your trademark in specific territories or product categories. You'll also need this agreement when allowing co-branding arrangements or when granting temporary usage rights for promotional campaigns or events.

Key legal considerations

Quality control provisions are fundamental to maintaining your trademark's validity and reputation. You must establish clear standards for how your trademark will be used, including design specifications, product quality requirements, and marketing guidelines. The agreement should define the scope of the licence clearly, specifying permitted products, services, and territories to prevent unauthorized expansion. Termination clauses must address breach scenarios, notice periods, and post-termination obligations including cessation of trademark use. Indemnification provisions protect you from liability arising from the licensee's actions, while confidentiality clauses safeguard sensitive business information. Consider including guarantor provisions when dealing with smaller entities to ensure performance and payment obligations are met.

Legal requirements in Singapore

Under Singapore's Trade Marks Act (Cap. 332), trademark licences should be recorded with the Intellectual Property Office of Singapore (IPOS) to ensure enforceability against third parties and maintain priority rights. The agreement must comply with the Competition Act (Cap. 50B), avoiding anti-competitive territorial restrictions or price-fixing arrangements that could violate market competition laws. Quality control provisions must be substantive and actively enforced to prevent abandonment of trademark rights under Singapore law. The contract must satisfy common law formation requirements including valid consideration, clear offer and acceptance, and legal capacity of parties. Unfair Contract Terms Act provisions may limit exclusion clauses, particularly regarding liability for negligence or fundamental breach. The agreement should address dispute resolution mechanisms, with Singapore courts having jurisdiction over trademark-related disputes and enforcement actions.