A Royalty License Agreement is essential when one party wishes to monetize their intellectual property by allowing others to use it while maintaining ownership. Under Singapore law, this document provides a comprehensive framework for licensing arrangements, detailing payment terms, usage rights, and obligations of both parties. The agreement must comply with Singapore's intellectual property laws, tax regulations, and competition laws. It's particularly crucial for businesses expanding their reach through licensing or managing intellectual property portfolios.
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1. Parties: Identification of licensor and licensee with full legal names and addresses
2. Background: Context of the agreement, including ownership of IP rights and intention to license
3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, Term, etc.
4. Grant of License: Scope of license, territory, and permitted uses
5. Royalty Payments: Calculation method, payment terms, currency, and reporting requirements
6. Term and Termination: Duration of agreement and circumstances for termination
7. Confidentiality: Protection of confidential information exchanged during the agreement
1. Quality Control: Standards for using licensed IP - typically included when licensing trademarks or brands
2. Minimum Performance Requirements: Minimum sales or usage requirements - included for exclusive licenses or when licensor wants to ensure commercial exploitation
3. Improvements: Rights to improvements or modifications - relevant for technology licenses where improvements are likely
4. Sub-licensing Rights: Terms for sub-licensing - included when licensee needs to grant sub-licenses
1. Schedule 1 - Licensed IP: Detailed description of licensed intellectual property
2. Schedule 2 - Royalty Calculations: Detailed formula and examples for royalty calculations
3. Schedule 3 - Reporting Template: Format for periodic royalty reports
4. Schedule 4 - Quality Standards: Detailed quality requirements and specifications
5. Schedule 5 - Territory: Detailed description of licensed territory if complex
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