Trademark Sublicense Agreement Template for Singapore

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Key Requirements PROMPT example:

Trademark Sublicense Agreement

"Need a Trademark Sublicense Agreement to allow our Singapore subsidiary to sublicense our software trademark to three regional distributors in Southeast Asia, with quarterly royalty payments of 5% of net sales starting March 2025."

Document background
A Trademark Sublicense Agreement becomes necessary when a licensed trademark holder wishes to extend trademark usage rights to another party while maintaining compliance with the original license agreement. Under Singapore law, this document must carefully balance the rights and obligations of all parties involved, ensuring proper quality control and trademark protection. The agreement typically includes specific provisions about permitted use, territory restrictions, royalty structures, and quality standards, all while ensuring compliance with Singapore's Trade Marks Act and related regulations. This type of agreement is particularly important in franchise operations, manufacturing arrangements, and brand expansions.
Suggested Sections

1. Parties: Identifies the licensor (main licensee) and sublicensee with full legal names and addresses

2. Background: Establishes context, including original trademark ownership and main license agreement details

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Sublicense: Specifies the rights being sublicensed and any restrictions

5. Term and Termination: Duration of the sublicense and circumstances for termination

6. Quality Control: Standards and requirements for use of the trademark

7. Fees and Royalties: Payment terms and calculation of royalties

8. Warranties and Representations: Legal assurances from both parties

9. Governing Law: Specifies Singapore law as governing law

Optional Sections

1. Territory Restrictions: Geographic limitations on sublicense use - include when sublicense is restricted to specific regions

2. Marketing Requirements: Specific requirements for marketing and promotion - include when there are specific brand guidelines or marketing obligations

3. Audit Rights: Right to audit sublicensee's use and royalty calculations - include when royalty payments are based on sales or usage

4. Insurance Requirements: Required insurance coverage - include when risk management is particularly important

Suggested Schedules

1. Schedule 1 - Licensed Trademarks: Details of all trademarks covered by the sublicense

2. Schedule 2 - Quality Control Standards: Detailed quality control requirements and specifications

3. Schedule 3 - Royalty Calculations: Detailed method for calculating royalties

4. Schedule 4 - Original License Agreement: Copy of the main license agreement (may be redacted)

5. Schedule 5 - Approved Use Guidelines: Specific guidelines for trademark usage

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

Trade Marks Act (Chapter 332): Primary legislation governing trademark registration, protection, and licensing in Singapore. Defines fundamental rights of trademark owners and governs the transfer and licensing of trademark rights.

Trade Marks Rules: Secondary legislation providing detailed procedural requirements for trademark matters, including registration and recordal requirements for licenses.

Intellectual Property Rights Act: Overarching framework for IP protection in Singapore, including enforcement provisions relevant to trademark licensing.

Contracts Act (Chapter 53): Governs basic contractual principles including offer, acceptance, and consideration that form the foundation of license agreements.

Competition Act (Chapter 50B): Ensures licensing terms comply with competition laws and regulates anti-competitive practices in trademark licensing arrangements.

Consumer Protection (Fair Trading) Act: Relevant when sublicensed products or services are consumer-facing, ensuring consumer protection compliance.

Madrid Protocol: International treaty considerations for trademarks with international registration and cross-border licensing implications.

TRIPS Agreement: International agreement setting minimum standards for IP protection and enforcement, affecting trademark licensing practices.

Quality Control Provisions: Legal requirement to maintain control over the quality of goods/services provided under the licensed trademark.

Territory Restrictions: Legal framework for defining and enforcing geographical limitations in trademark sublicense agreements.

Registration Requirements: Legal obligations for proper registration and recordal of trademark sublicenses with relevant authorities.

Termination Rights: Legal framework governing the conditions and procedures for terminating trademark sublicense agreements.

Remedies for Infringement: Legal provisions available for addressing trademark infringement under Singapore law.

Recordal Requirements: Statutory requirements for recording trademark sublicense agreements with the Singapore IP Office.

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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