Trademark Use Agreement Template for Singapore

A Trademark Use Agreement is a legally binding contract that allows trademark owners to grant others the right to use their registered trademarks under specific conditions. In Singapore, these agreements must comply with the Trade Marks Act (Cap. 332) and related intellectual property legislation to ensure enforceability and proper protection of trademark rights.

When do you need this document?

You'll need a Trademark Use Agreement when you want to license your trademark to another party for commercial use while retaining ownership. This commonly occurs in franchising arrangements where you're expanding your business model through licensed operators, licensing your brand to manufacturers or distributors in different markets, or allowing subsidiaries or affiliated companies to use your trademark. The agreement is also essential when entering joint ventures where trademark usage needs clear definition, or when permitting co-branding arrangements with business partners. Without this formal agreement, you risk losing control over how your trademark is used and potentially compromising your legal rights.

Key legal considerations

The most critical aspect is defining the scope of trademark usage, including specific products or services covered, geographical limitations, and duration of the license. Quality control provisions are mandatory under Singapore law to maintain trademark validity – you must retain the right to monitor and approve how your trademark is used. Payment terms should clearly specify royalty rates, minimum guarantees, and payment schedules. Termination clauses must outline conditions for ending the agreement and procedures for handling existing inventory. You should also include provisions for trademark protection, requiring the licensee to notify you of any potential infringement and assist in enforcement actions. Indemnification clauses protect you from liability arising from the licensee's use of your trademark.

Legal requirements in Singapore

Under Singapore's Trade Marks Act (Cap. 332), trademark licensing agreements must preserve the trademark owner's control over the licensed mark to maintain its validity. The agreement must comply with the Trade Marks Rules, which require specific documentation for registered user applications if formal registration is sought. Competition Act (Cap. 50B) compliance is crucial – licensing terms cannot create anti-competitive effects or abuse market dominance. The agreement must specify governing law as Singapore law and include dispute resolution mechanisms, preferably arbitration under Singapore International Arbitration Centre rules. Documentation should be in English or accompanied by certified translations. For cross-border licensing, consider intellectual Property Rights Act implications for enforcement. Proper record-keeping is essential, as trademark licensing must be documented to maintain rights and assist in potential infringement proceedings.