The Trade Secret License Agreement is essential when businesses need to share valuable confidential information while maintaining control over its use and dissemination. Under Singapore law, while there is no specific trade secrets statute, protection is afforded through common law principles and contractual obligations. This document is crucial for companies looking to monetize their trade secrets or establish strategic partnerships while ensuring their intellectual property remains protected. The agreement typically includes detailed provisions on permitted use, security protocols, confidentiality obligations, and enforcement mechanisms.
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1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and ownership of trade secrets
3. Definitions: Key terms including 'Trade Secrets', 'Confidential Information', 'Permitted Use'
4. Grant of License: Scope and nature of the license granted
5. Confidentiality Obligations: Specific duties to maintain secrecy and protect confidential information
6. Security Measures: Required protective measures for trade secrets
7. Term and Termination: Duration of the agreement and conditions for termination
8. Return of Materials: Obligations regarding return or destruction of confidential materials
9. Warranties and Representations: Statements of fact and promises by both parties
10. Governing Law and Jurisdiction: Specification of Singapore law and jurisdiction
1. Sublicensing Rights: Terms for sublicensing, if permitted by the agreement
2. Improvements: Rights and obligations regarding improvements to trade secrets
3. Export Controls: Export restrictions and compliance requirements for international use
4. Data Protection: Compliance with Personal Data Protection Act if personal data is involved
5. Employee Obligations: Specific requirements for employee handling of trade secrets
1. Schedule 1: Description of Trade Secrets: Detailed description of the licensed trade secrets and confidential information
2. Schedule 2: Permitted Use: Specific permitted uses and restrictions of the trade secrets
3. Schedule 3: Security Protocols: Detailed security measures and procedures to be followed
4. Schedule 4: Authorized Personnel: List of personnel authorized to access the trade secrets
5. Schedule 5: Fee Schedule: Details of any licensing fees, royalties, or other financial terms
Relevant legal definitions
Confidential Information
Trade Secrets
Licensed Rights
Permitted Use
Authorized Personnel
Effective Date
Security Measures
Affiliate
Improvements
Intellectual Property Rights
Licensed Territory
Technical Information
Know-How
Proprietary Information
Confidentiality Period
Disclosing Party
Receiving Party
Licensed Field
Security Breach
Unauthorized Disclosure
Technical Documentation
Trade Secret Materials
Permitted Purpose
Restricted Information
Commercial Purpose
Licensed Products
Third Party
Working Day
Term
Trade Secrets
Licensed Rights
Permitted Use
Authorized Personnel
Effective Date
Security Measures
Affiliate
Improvements
Intellectual Property Rights
Licensed Territory
Technical Information
Know-How
Proprietary Information
Confidentiality Period
Disclosing Party
Receiving Party
Licensed Field
Security Breach
Unauthorized Disclosure
Technical Documentation
Trade Secret Materials
Permitted Purpose
Restricted Information
Commercial Purpose
Licensed Products
Third Party
Working Day
Term
Clauses
Definitions
Grant of License
Scope of Use
Confidentiality
Security Measures
Protection of Trade Secrets
Non-Disclosure
Term and Duration
Termination
Access Rights
Permitted Use
Restrictions
Quality Control
Record Keeping
Audit Rights
Non-Competition
Non-Solicitation
Intellectual Property Rights
Improvements
Representations and Warranties
Indemnification
Liability
Insurance
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Return of Information
Survival
Third Party Rights
Data Protection
Compliance with Laws
Grant of License
Scope of Use
Confidentiality
Security Measures
Protection of Trade Secrets
Non-Disclosure
Term and Duration
Termination
Access Rights
Permitted Use
Restrictions
Quality Control
Record Keeping
Audit Rights
Non-Competition
Non-Solicitation
Intellectual Property Rights
Improvements
Representations and Warranties
Indemnification
Liability
Insurance
Assignment
Force Majeure
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Return of Information
Survival
Third Party Rights
Data Protection
Compliance with Laws
Relevant Industries
Relevant Teams
Relevant Roles
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