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Technology Transfer License Agreement

Technology Transfer License Agreement Template for Singapore

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Key Requirements PROMPT example:

Technology Transfer License Agreement

"I need a Technology Transfer License Agreement for transferring our proprietary AI software technology to a manufacturer in Singapore, including provisions for technical support and training to be provided over a 6-month period starting March 2025."

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What is a Technology Transfer License Agreement?

The Technology Transfer License Agreement is essential when businesses seek to legally transfer or acquire rights to use specific technologies. Typically used in Singapore's technology-driven economy, this agreement provides a comprehensive framework for technology commercialization, protecting both licensors' and licensees' interests. It covers crucial aspects including IP rights, technical specifications, implementation support, quality standards, and compliance requirements. The agreement is particularly relevant in Singapore's context, where strong IP protection and clear regulatory frameworks support technology transfers across various sectors.

What sections should be included in a Technology Transfer License Agreement?

1. 1. Parties: Identification of licensor and licensee with full legal details

2. 2. Background: Context of the technology transfer and relationship between parties

3. 3. Definitions: Key terms used throughout the agreement including technical terms, licensed technology, and territory

4. 4. Grant of License: Scope of rights being transferred, territory restrictions, and usage limitations

5. 5. Payment Terms: Royalties, fees, payment schedules, and reporting requirements

6. 6. Intellectual Property Rights: Ownership, protection of IP, and handling of improvements

7. 7. Confidentiality: Protection of confidential information and trade secrets

8. 8. Representations and Warranties: Warranties regarding IP ownership, right to license, and technology performance

9. 9. Term and Termination: Duration, renewal terms, and termination conditions

10. 10. Governing Law and Dispute Resolution: Choice of law, jurisdiction, and dispute resolution mechanisms

What sections are optional to include in a Technology Transfer License Agreement?

1. Technical Support and Training: Terms for technical assistance, training, and implementation support

2. Quality Control: Standards, quality requirements, and compliance measures

3. Export Controls: Export restriction compliance and regulatory requirements

4. Improvements and Modifications: Rights and obligations regarding technological improvements

5. Sub-licensing Rights: Terms and conditions for sub-licensing the technology

What schedules should be included in a Technology Transfer License Agreement?

1. Schedule 1: Licensed Technology: Detailed description and specifications of the technology being transferred

2. Schedule 2: Royalty Calculations: Detailed payment terms, calculation methods, and reporting templates

3. Schedule 3: Implementation Timeline: Project timeline for technology transfer and implementation milestones

4. Schedule 4: Technical Support Services: Scope and terms of technical support and training services

5. Appendix A: Patent List: Comprehensive list of patents covered by the agreement

6. Appendix B: Technical Documentation: Supporting technical documents, manuals, and specifications

Authors

Alex Denne

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

alex.den.21@genieai.co
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Industries

Patents Act (Cap. 221): Primary legislation governing patent protection and enforcement in Singapore, crucial for technology transfer agreements involving patented innovations

Copyright Act (Cap. 63): Regulates protection of original works including software, technical documentation, and other copyrightable elements of technology

Trade Marks Act (Cap. 332): Relevant for technology transfers involving branded technology or associated trademarks

Registered Designs Act (Cap. 266): Protects industrial designs that may be part of the technology transfer

Trade Secrets Protection: Common law principles protecting confidential information and know-how in technology transfer

Competition Act (Cap. 50B): Ensures technology transfer agreements don't contain anti-competitive provisions or restrict market competition

Contract Law: Common law principles governing formation and enforcement of contracts in Singapore

Electronic Transactions Act: Governs electronic contracts and digital signatures if agreement is executed electronically

Personal Data Protection Act 2012: Regulates handling of personal data that may be involved in technology transfer

Cybersecurity Act 2018: Relevant for technology transfers involving critical information infrastructure or cybersecurity technology

Computer Misuse Act: Provides framework for computer crimes and unauthorized access, relevant for software technology transfers

Strategic Goods (Control) Act: Controls export of strategic technology and technical data that could have dual-use applications

Income Tax Act: Governs taxation of royalties and other income from technology transfer agreements

Stamp Duties Act: May apply to certain documents executed in relation to the technology transfer

Withholding Tax Regulations: Requirements for withholding tax on royalty payments, especially in cross-border transfers

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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