Trade Name License Agreement Template for Singapore

A Trade Name License Agreement is a crucial legal document that allows you to grant another party the right to use your established trade name while maintaining control over how it's used. Under Singapore law, this agreement creates a binding relationship that protects your intellectual property rights while enabling strategic business expansion through licensing arrangements.

When do you need this document?

You need a Trade Name License Agreement when expanding your business presence without direct investment, allowing franchisees or partners to operate under your established brand. This document is essential when entering joint ventures where another company will use your trade name in their operations, or when licensing your brand to manufacturers, distributors, or service providers in Singapore. The agreement becomes particularly important when your trade name has significant market value and you want to monetise it while maintaining quality control. You'll also need this document when establishing master licensing arrangements that allow the licensee to sub-license your trade name to other parties within specified territories.

Key legal considerations

The grant of license clause must clearly define the scope of rights being transferred, including territorial limitations, permitted uses, and any restrictions on the licensee's activities. Quality control provisions are critical to protect your brand reputation and must specify standards for goods or services provided under your trade name, along with monitoring and enforcement mechanisms. Payment terms should detail license fees, royalty structures, and payment schedules to avoid future disputes. Termination clauses must outline conditions for ending the agreement, including breach scenarios, notice periods, and post-termination obligations such as cessation of trade name use. You should also consider including provisions for trademark registration maintenance, indemnification for third-party claims, and restrictions on competing activities by the licensee.

Legal requirements in Singapore

Under the Trade Marks Act (Cap. 332), licensed use of trade marks must be properly documented to maintain protection and enforceability of your rights. The Business Names Registration Act 2014 requires that any entity using a trade name in Singapore must comply with registration requirements and disclosure obligations. Your agreement must ensure compliance with the Competition Act (Cap. 50B) by avoiding anti-competitive clauses that could restrict fair market competition. Contract formation must follow Singapore's Contract Law principles, ensuring all essential terms are clearly defined and consideration is adequate. The agreement should specify Singapore as the governing jurisdiction and include dispute resolution mechanisms that comply with local legal procedures. You must also consider Electronic Transactions Act requirements if the agreement will be executed electronically, and ensure that any territorial restrictions comply with Singapore's competition laws.