A Patent Licence is essential when a party wishes to commercially exploit a patented invention in Singapore without infringing the patent owner's rights. This agreement, governed by Singapore law, establishes the legal framework for such use, detailing the scope of permitted activities, financial terms, and obligations of both parties. The document ensures compliance with Singapore's Patents Act and Competition Act while protecting both the licensor's intellectual property rights and the licensee's commercial interests.
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1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement, including patent details and purpose of the licence
3. Definitions: Key terms used throughout the agreement including technical terms
4. Grant of Licence: Scope and nature of the licence being granted, including exclusivity terms
5. Royalties and Payments: Financial terms, payment conditions, and calculation methods
6. Obligations of the Parties: Key responsibilities of both licensor and licensee
7. Term and Termination: Duration of the agreement and circumstances for termination
8. Intellectual Property Protection: Provisions for protecting the patent and related IP rights
9. Confidentiality: Protection of confidential information exchanged during the licence period
10. Warranties and Indemnities: Representations about the patent and indemnification provisions
11. Dispute Resolution: Procedures for resolving disputes under Singapore law
12. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Improvements: Rights and obligations regarding improvements to the patented technology
2. Sub-licensing Rights: Terms and conditions for sub-licensing the patent to third parties
3. Quality Control: Standards and requirements for implementing the patented technology
4. Export Restrictions: Territorial limitations and export control provisions
5. Technical Support: Terms for technical assistance and knowledge transfer
6. Competition Law Compliance: Specific provisions ensuring compliance with competition laws
1. Schedule 1 - Patent Details: Comprehensive description of the patent(s) being licensed, including registration numbers
2. Schedule 2 - Royalty Calculations: Detailed methodology for calculating royalties and payment terms
3. Schedule 3 - Technical Documentation: Technical specifications and implementation requirements
4. Schedule 4 - Territory Definition: Detailed description of licensed territories and any restrictions
5. Schedule 5 - Quality Standards: Specific quality control requirements and testing procedures
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