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Commercial License Agreement Template for Singapore

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Key Requirements PROMPT example:

Commercial License Agreement

"I need a Commercial License Agreement to grant a Singapore-based software company the right to use our proprietary AI technology for three years starting January 2025, with quarterly royalty payments and strict confidentiality provisions."

Document background
The Commercial License Agreement is essential for businesses seeking to monetize their intellectual property or access protected technologies in Singapore. This document is commonly used when one party wishes to grant another the right to use its intellectual property, software, technology, or other proprietary assets while maintaining ownership. The agreement must comply with Singapore's legal framework, including the Copyright Act, Patents Act, and relevant international treaties. It typically covers license scope, territory, duration, payment terms, quality control, and termination provisions.
Suggested Sections

1. Parties: Identification of licensor and licensee with full legal names and addresses

2. Background: Context of the agreement, including description of the intellectual property being licensed

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Specific rights being granted, including scope, territory, and exclusivity

5. License Fees and Payment Terms: Financial terms, payment schedule, and reporting requirements

6. Term and Termination: Duration of agreement and circumstances for termination

7. Intellectual Property Rights: Ownership and protection of IP rights

8. Confidentiality: Protection of confidential information

Optional Sections

1. Maintenance and Support: Terms for technical support and maintenance - used for software or technical product licensing

2. Quality Control: Quality standards and inspection rights - used for trademark or brand licensing

3. Sublicensing Rights: Terms for sublicensing to third parties - included when sublicensing is permitted

4. Source Code Escrow: Terms for source code protection and release - specifically for software licensing agreements

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of licensed IP, including registration numbers

2. Schedule 2 - License Fees: Detailed breakdown of fees, royalties, and payment terms

3. Schedule 3 - Technical Specifications: Technical details of licensed technology or software - included for technical licenses

4. Schedule 4 - Territory: Detailed description of licensed territories - included for geographically limited licenses

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Copyright Act (Cap. 63): Primary legislation governing copyright protection and licensing in Singapore, essential for defining the scope of intellectual property rights being licensed

Patents Act (Cap. 221): Legislation governing patent rights and their exploitation in Singapore, crucial if the license involves patented technology

Trade Marks Act (Cap. 332): Legislation governing trademark rights and licensing in Singapore, relevant if the license includes trademark usage rights

Personal Data Protection Act 2012 (PDPA): Legislation governing the collection, use, and disclosure of personal data, important for data handling provisions in the license agreement

Competition Act (Cap. 50B): Legislation ensuring fair competition, relevant for territorial restrictions and exclusive licensing arrangements

Electronic Transactions Act (Cap. 88): Legislation governing electronic contracts and signatures, important for digital execution and delivery of the license

Consumer Protection (Fair Trading) Act: Legislation protecting consumer interests, relevant if the licensed products/services are for consumer use

Unfair Contract Terms Act (Cap. 396): Legislation regulating unfair terms in contracts, crucial for ensuring enforceability of license terms

Sale of Goods Act (Cap. 393): Legislation governing sale of goods, relevant if the license involves physical products

Misrepresentation Act (Cap. 390): Legislation addressing false statements and representations in contracts, important for warranty and representation provisions

TRIPS Agreement: International agreement on intellectual property rights, relevant for cross-border licensing arrangements

Common Law Contract Principles: Fundamental principles of contract law derived from case law, governing formation and interpretation of the license agreement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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