Non Transferable License Template for Singapore

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Key Requirements PROMPT example:

Non Transferable License

"I need a Non Transferable License agreement for software we've developed, to be used by a Singapore-based manufacturing company for their internal operations only, with a license fee of $50,000 per year starting March 2025."

Document background
The Non-Transferable License is essential for businesses seeking to protect their intellectual property while allowing controlled usage by specific parties. This document, governed by Singapore law, is particularly relevant in scenarios where the licensor wants to maintain strict control over who can use their intellectual property, preventing any unauthorized transfer or sublicensing. It typically includes detailed provisions about usage scope, territory restrictions, quality control measures, and termination rights, while ensuring compliance with Singapore's intellectual property laws and regulations.
Suggested Sections

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

2. Background: Context of the license and ownership of intellectual property

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Scope and nature of the license being granted

5. Non-transferability Clause: Express prohibition on transfer or assignment

6. Term and Termination: Duration and conditions for termination

7. Payment Terms: License fees and payment conditions

Optional Sections

1. Territory Restrictions: Geographic limitations on license use - include when license is geographically restricted

2. Quality Control: Standards and quality requirements - include for trademark or manufacturing licenses

3. Source Code Escrow: Terms for source code protection - include for software licenses

Suggested Schedules

1. Schedule 1 - Licensed Property: Detailed description of licensed IP

2. Schedule 2 - License Fees: Detailed payment schedule and calculations

3. Schedule 3 - Technical Specifications: Technical details and requirements for technical licenses

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 and licensing in Singapore, essential for protecting intellectual property rights in license agreements

Patents Act (Cap. 221): Fundamental legislation for patent protection and licensing in Singapore, crucial if the license involves patented technology or processes

Trade Marks Act (Cap. 332): Key legislation governing trademark protection and licensing in Singapore, relevant if the license involves trademarked items

Competition Act (Cap. 50B): Regulates anti-competitive practices in Singapore, must be considered to ensure license terms don't violate competition laws

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

Electronic Transactions Act: Provides legal framework for electronic transactions and digital signatures, important if the license will be executed electronically

Consumer Protection (Fair Trading) Act: Protects consumer interests in transactions, applicable if the license agreement involves B2C relationships

Contract Law Principles: Common law principles including certainty of terms, consideration, capacity to contract, and privity of contract that form the basis of contract formation

IPOS Regulations: Intellectual Property Office of Singapore regulations governing IP rights and their commercial exploitation

International IP Treaties: Various international IP treaties that Singapore is party to, affecting cross-border IP rights and enforcement

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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