Under Licence Agreement Template for Singapore

An Under Licence Agreement is a crucial legal document that allows you to grant or receive rights to use intellectual property, technology, or other assets while maintaining clear ownership boundaries. In Singapore's dynamic business environment, these agreements facilitate innovation and commercialization by enabling rights holders to monetize their assets while allowing others to legally use them under specified conditions.

When do you need this document?

You need an Under Licence Agreement when licensing software to distributors, granting manufacturing rights for patented products, allowing franchisees to use your trademarks and business methods, or permitting academic institutions to commercialize research developments. Technology companies frequently use these agreements when licensing their innovations to manufacturers, while creative industries rely on them for licensing copyrighted content to media platforms. The agreement is also essential when establishing joint ventures involving shared intellectual property or when granting exclusive territorial rights to international partners.

Key legal considerations

Your agreement must clearly define the scope of licensed rights, including permitted uses, geographical limitations, and exclusivity arrangements. Payment terms require careful structuring, whether through upfront fees, ongoing royalties, or milestone payments, with clear calculation methods and payment schedules. Quality control provisions protect your intellectual property's integrity by establishing minimum standards and inspection rights. Termination clauses should specify breach conditions, notice periods, and post-termination obligations, including return of confidential information and cessation of licensed activities. Include robust intellectual property protection measures, indemnification provisions, and dispute resolution mechanisms to safeguard your interests.

Legal requirements in Singapore

Singapore law requires compliance with multiple statutory frameworks depending on the licensed intellectual property type. The Copyright Act governs licensing of literary, artistic, and creative works, requiring proper attribution and respecting moral rights. Patents Act provisions apply when licensing patented inventions, mandating compliance with patent validity periods and scope limitations. Trade Marks Act requirements govern trademark licensing, including quality control obligations and proper use guidelines to maintain trademark validity. The Competition Act prohibits anti-competitive licensing practices, requiring careful structuring of exclusive arrangements and territorial restrictions. Electronic Transactions Act provisions enable digital contract execution, while the Unfair Contract Terms Act protects against unconscionable terms. Your agreement must also comply with Singapore's consumer protection laws if end-users are involved, and ensure proper dispute resolution mechanisms align with Singapore's arbitration and mediation frameworks.