Third Party License Agreement Template for Singapore

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Key Requirements PROMPT example:

Third Party License Agreement

"I need a Third Party License Agreement under Singapore law to license our proprietary software technology to a manufacturing company in Malaysia, including provisions for technical support and regular software updates starting from March 2025."

Document background
The Third Party License Agreement is essential when organizations need to formally grant rights to use their intellectual property to third parties while maintaining ownership and control. This document is particularly relevant in Singapore's technology-focused economy and must comply with local intellectual property laws and regulations. It typically includes detailed provisions on usage rights, territorial restrictions, payment terms, and compliance requirements. The agreement is designed to protect the interests of both the licensor and licensee while ensuring clear guidelines for the use of licensed materials.
Suggested Sections

1. Parties: Identification of licensor, licensee, and any other relevant parties

2. Background: Context of the agreement and brief description of the licensed material/rights

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Specific rights being licensed and scope of use

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

6. Payment Terms: License fees, royalties, and payment schedules

7. Intellectual Property Rights: Ownership and protection of IP rights

8. Warranties and Representations: Legal guarantees and assurances from both parties

9. Indemnification: Protection against third-party claims and damages

10. Confidentiality: Protection of confidential information exchanged during the license period

11. Governing Law and Jurisdiction: Singapore law as governing law and jurisdiction for dispute resolution

Optional Sections

1. Source Code Escrow: Terms for source code protection and access conditions - used for software licensing agreements

2. Territory Restrictions: Geographical limitations on license use - included when license is limited to specific regions

3. Minimum Performance Requirements: Required usage or sales targets - relevant for commercial distribution licenses

4. Data Protection: Compliance with PDPA and data protection requirements - needed when personal data processing is involved

5. Support and Maintenance: Terms for ongoing technical support and maintenance - included when support services are part of the agreement

Suggested Schedules

1. Schedule 1 - Licensed Material: Detailed description of licensed intellectual property, including specifications and documentation

2. Schedule 2 - License Fees: Detailed breakdown of payment structure, including royalties and payment schedules

3. Schedule 3 - Technical Specifications: Technical details and requirements of the licensed material

4. Schedule 4 - Support Services: Details of maintenance and support provisions, including service levels and response times

5. Schedule 5 - Authorized Users: List of authorized users or user categories permitted to use the licensed material

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 2021: Primary legislation governing copyright protection and licensing in Singapore, recently revised to enhance creators' rights and address technological changes

Patents Act: Regulates patent rights and protection in Singapore, relevant for any technology or invention-related licensing

Trade Marks Act: Governs trademark protection and licensing in Singapore, important for brand-related aspects of licensing

Computer Misuse Act: Relevant for software licensing and cybersecurity requirements in Singapore

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, crucial for data handling aspects of licensing

Electronic Transactions Act: Provides legal framework for electronic contracts and digital signatures in Singapore

Contract Law (Chapter 2): Fundamental legislation governing contract formation and enforcement in Singapore

Unfair Contract Terms Act: Regulates unfair terms in contracts and protects against unreasonable exclusion clauses

Competition Act 2004: Ensures licensing agreements don't contain anti-competitive provisions or abuse market position

Consumer Protection (Fair Trading) Act: Protects consumer interests and ensures fair trading practices in licensing agreements

Multi-tier Licensing Framework: Specific framework for software and technology licensing in Singapore

WIPO Copyright Treaty: International treaty providing additional protections for copyright in the digital environment

TRIPS Agreement: International agreement on intellectual property rights that Singapore adheres to

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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