Non Perpetual License Template for Singapore

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Key Requirements PROMPT example:

Non Perpetual License

"I need a Non Perpetual License agreement for licensing our proprietary software to enterprise customers in Singapore, with a three-year term starting January 2025 and including specific usage restrictions for the banking sector."

Document background
The Non-Perpetual License agreement is essential for businesses and individuals seeking to grant or receive temporary rights to use intellectual property in Singapore. This document is commonly used when the licensor wishes to maintain long-term control over their intellectual property while allowing others to use it for a defined period. The agreement complies with Singapore's robust intellectual property laws and provides clear terms for duration, usage rights, and termination. It's particularly relevant in today's digital economy where temporary access to intellectual property is increasingly common.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the license agreement and brief description of the licensed property

3. Definitions: Key terms used throughout the agreement including definitions from relevant Singapore legislation

4. Grant of License: Scope and nature of the license being granted, including duration and territory

5. Term and Termination: Duration of license, renewal terms, and conditions for termination

6. License Fees: Payment terms, schedule, and any adjustment mechanisms

7. Intellectual Property Rights: Ownership declarations and IP protection measures

8. Warranties and Representations: Standard warranties regarding ownership and right to license

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction

Optional Sections

1. Territory Restrictions: Geographic limitations on license use, relevant when license is restricted to specific regions

2. Sublicensing Rights: Terms for sublicensing to third parties, included when sublicensing is permitted

3. Data Protection: PDPA compliance requirements, included when personal data processing is involved

4. Export Controls: Export control compliance measures, included for international licensing

5. Source Code Escrow: Terms for source code escrow arrangements, included for software licenses

Suggested Schedules

1. Schedule 1: Licensed Property: Detailed description of the licensed intellectual property and its specifications

2. Schedule 2: Fee Schedule: Detailed breakdown of license fees, payment terms and schedules

3. Schedule 3: Technical Specifications: Technical requirements and specifications for the licensed property

4. Schedule 4: Service Levels: Performance standards and service level commitments if applicable

Authors

Alex Denne

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

Industries

Copyright Act (Cap. 63): Primary legislation governing copyright protection in Singapore, particularly relevant for software licensing and intellectual property rights

Patents Act (Cap. 221): Regulates patent rights and protection, important if the license involves patented technology

Trade Marks Act (Cap. 332): Governs trademark protection and usage rights in licensed products or services

Contracts Act (Cap. 53): Fundamental legislation governing contract formation, validity, and enforcement in Singapore

Electronic Transactions Act (Cap. 88): Regulates electronic transactions and digital signatures, relevant for digital licensing agreements

Consumer Protection (Fair Trading) Act (Cap. 52A): Ensures fair trading practices and consumer protection in licensing agreements involving consumers

Competition Act (Cap. 50B): Prevents anti-competitive practices in licensing agreements and market operations

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data in Singapore, relevant if license involves data handling

WIPO Copyright Treaty: International treaty establishing copyright protection standards, particularly for digital and software works

TRIPS Agreement: International agreement on intellectual property rights, setting minimum standards for IP protection

Common Law Principles: Legal principles developed through case law covering contract formation, consideration, capacity, terms, and remedies

Singapore Free Trade Agreements: Bilateral and multilateral trade agreements that may affect intellectual property rights and licensing terms

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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