Trade Mark Licence Agreement Template for Singapore

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Key Requirements PROMPT example:

Trade Mark Licence Agreement

"I need a Trade Mark Licence Agreement for my Singapore-based fashion brand to license our trademark to a manufacturer in Malaysia for a 5-year term starting January 2025, with strict quality control provisions and quarterly royalty payments based on net sales."

What is a Trade Mark Licence Agreement?

The Trade Mark Licence Agreement is essential when a trademark owner wishes to permit another party to use their registered mark while maintaining control over its usage. This document, governed by Singapore law, establishes the framework for authorized use of the trademark, including quality standards, territorial limits, and compensation terms. It's particularly crucial in franchising, brand expansion, and commercial partnerships, ensuring compliance with Singapore's Trade Marks Act and protecting the trademark owner's intellectual property rights while enabling commercial exploitation of the brand.

What sections should be included in a Trade Mark Licence Agreement?

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

2. Background: Context of the agreement and ownership of the trademark

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of the licence granted

5. Term and Territory: Duration and geographical scope of the licence

6. Fees and Payment Terms: Licensing fees, royalties, and payment schedules

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

8. Protection and Enforcement: Rights and obligations regarding trademark protection

9. Termination: Circumstances and procedures for ending the agreement

What sections are optional to include in a Trade Mark Licence Agreement?

1. Sub-licensing Rights: Provisions governing the licensee's right to grant sub-licenses to third parties

2. Minimum Performance Requirements: Specific performance targets, minimum sales or usage requirements for the licensee

3. Marketing and Promotion: Requirements and guidelines for marketing and promoting the licensed products or services

What schedules should be included in a Trade Mark Licence Agreement?

1. Schedule 1 - Licensed Marks: Details and representations of the licensed trademarks

2. Schedule 2 - Licensed Products/Services: List of products or services covered by the licence

3. Schedule 3 - Quality Control Standards: Detailed quality requirements and specifications

4. Schedule 4 - Fee Schedule: Detailed breakdown of fees and royalty calculations

5. Schedule 5 - Approved Form of Mark: Approved formats and usage guidelines for the trademark

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

Relevant legal definitions

Clauses

Relevant Industries

Retail
Manufacturing
Technology
Fashion
Food & Beverage
Franchising

Relevant Teams

Legal
Intellectual Property
Marketing
Commercial
Finance

Relevant Roles

Chief Legal Officer
IP Counsel
Brand Manager
Commercial Director
Licensing Manager

Industries

Trade Marks Act (Cap. 332): Primary legislation governing trademark registration, licensing, use, and enforcement in Singapore. Contains key provisions on rights and obligations of licensors and licensees, and requirements for recordal of licenses.

Competition Act (Cap. 50B): Regulates anti-competitive practices, market restrictions, and territorial limitations in licensing agreements to ensure fair market competition.

Common Law Contract Principles: Fundamental contract law principles under Singapore's common law system, including formation, consideration, and enforcement of contracts.

Unfair Contract Terms Act: Regulates unfair terms in contracts and limits the extent to which civil liability can be excluded or restricted in contract terms.

Misrepresentation Act: Governs false statements made during contract formation and provides remedies for misrepresentation in licensing agreements.

Copyright Act: Relevant for licensing agreements involving combined IP rights, particularly where trademark use intersects with copyrighted materials.

Geographical Indications Act: Important when trademark licensing involves products with geographical indications or origin-specific characteristics.

Patents Act: Relevant for licensing agreements involving multiple forms of IP rights, including both trademarks and patents.

Consumer Protection (Fair Trading) Act: Applies when licensed products are consumer goods, ensuring fair trading practices and consumer protection.

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data in licensing arrangements involving personal data processing.

Madrid Protocol: International treaty relevant for international trademark registration and licensing across multiple jurisdictions.

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

Paris Convention: International treaty providing basic rules for industrial property protection, including trademarks across member states.

IPOS Guidelines: Administrative guidelines from the Intellectual Property Office of Singapore regarding trademark licensing and registration.

CCCS Guidelines: Guidelines from the Competition and Consumer Commission of Singapore on competition law compliance in licensing agreements.

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