Royalty Bearing License Template for Singapore

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Key Requirements PROMPT example:

Royalty Bearing License

"I need a Royalty Bearing License agreement under Singapore law for licensing our patented semiconductor manufacturing process to a Malaysian manufacturer, with quarterly royalty payments of 5% of net sales and exclusive rights for Southeast Asia."

Document background
A Royalty Bearing License is essential when one party wishes to monetize their intellectual property through licensing while maintaining ownership rights. This agreement type, governed by Singapore law, provides a comprehensive framework for ongoing commercial relationships between IP owners and users. It specifically details payment obligations, usage rights, and compliance requirements, making it particularly suitable for technology transfers, brand licensing, and content distribution. The document ensures compliance with Singapore's IP laws while protecting both parties' interests through clear terms and conditions.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement including Licensed IP, Territory, Effective Date, Royalty Period

4. Grant of License: Scope and nature of the license being granted, including any restrictions on use

5. Royalty Payments: Payment terms, calculation methods, reporting requirements, audit rights, and payment schedule

6. Term and Termination: Duration of agreement, renewal terms, and conditions for termination

7. Intellectual Property Rights: Ownership declarations, protection measures, and infringement procedures

8. Representations and Warranties: Standard warranties regarding IP ownership, right to license, and non-infringement

9. Confidentiality: Protection of confidential information exchanged during the agreement

10. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

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

2. Sublicensing Rights: Terms for granting sublicenses, included when sublicensing is permitted

3. Quality Control: Standards and inspection rights, essential for trademark or brand-related licenses

4. Source Code Escrow: Terms for source code protection and access, relevant for software licenses

5. Minimum Performance Requirements: Minimum sales or revenue targets, included when licensor wants to ensure commercial exploitation

Suggested Schedules

1. Schedule 1: Licensed IP: Detailed description and specification of the licensed intellectual property

2. Schedule 2: Royalty Calculations: Detailed methodology for calculating royalties, including examples and formulas

3. Schedule 3: Technical Specifications: Technical details and requirements for the licensed technology or products

4. Schedule 4: Reporting Template: Standard format for royalty reporting and calculations

5. Schedule 5: Quality Standards: Detailed quality requirements and testing procedures where 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

Clauses
Industries

Copyright Act 2021: Primary legislation governing copyright protection and licensing in Singapore, including provisions for royalty arrangements and copyright exploitation

Patents Act 1994: Legislation governing patent rights, licensing of patented inventions, and related royalty arrangements in Singapore

Trade Marks Act 1998: Laws governing trademark protection and licensing of trademark rights in Singapore

Registered Designs Act 2000: Legislation covering the protection and licensing of registered designs in Singapore

Competition Act 2004: Ensures licensing agreements do not contain anti-competitive provisions or abuse market dominance

Contract Act 1872: Fundamental contract law principles governing formation and enforcement of contracts in Singapore

Electronic Transactions Act 2010: Governs the formation and validity of electronic contracts and digital signatures

Income Tax Act 1947: Tax legislation relevant to royalty income and payments, including tax treatment of licensing revenue

Goods and Services Tax Act 1993: GST implications for royalty payments and licensing transactions in Singapore

TRIPS Agreement: International agreement setting minimum standards for IP protection and licensing, which Singapore must comply with

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data if involved in the licensing arrangement

Consumer Protection (Fair Trading) Act 2003: Ensures fair trading practices and consumer protection in licensing agreements involving consumers

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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