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Legal Templates
Merchandise Licensing Agreement

Merchandise Licensing Agreement for Singapore

Merchandise Licensing Agreement Template for Singapore

A comprehensive legal agreement governed by Singapore law that enables intellectual property owners to grant rights to third parties to manufacture and sell products incorporating their intellectual property. The agreement includes provisions for quality control, royalty payments, and territorial restrictions, while ensuring compliance with Singapore's IP laws, consumer protection regulations, and competition laws.

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What is a Merchandise Licensing Agreement?

The Merchandise Licensing Agreement is a crucial document for businesses seeking to monetize their intellectual property through product licensing in Singapore. It establishes the legal framework for allowing third parties to manufacture and sell products bearing protected brands, characters, or designs. This agreement type is particularly important in Singapore's robust retail and entertainment sectors, where it must comply with strict intellectual property protection laws and fair trading regulations. The document typically covers essential elements such as quality standards, royalty structures, territorial rights, and term conditions, while incorporating Singapore's specific legal requirements for IP licensing and consumer protection.

What sections should be included in a Merchandise Licensing Agreement?

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

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement including Licensed Products, Territory, Trademarks, etc.

4. Grant of License: Scope of rights being licensed, including territory and exclusivity provisions

5. Term and Termination: Duration of agreement and circumstances for termination

6. Royalties and Payments: Payment terms, calculation methods, and reporting requirements

7. Quality Control: Standards for licensed products and approval processes

8. IP Protection: Provisions for protecting the licensed intellectual property

What sections are optional to include in a Merchandise Licensing Agreement?

1. Minimum Performance Requirements: Sales targets or minimum royalty payments - used for exclusive licenses or when licensee performance is crucial

2. Sub-licensing Rights: Terms for allowing licensee to sub-license - used when sub-licensing might be necessary for business model

3. Marketing Obligations: Requirements for promoting licensed products - used when specific marketing commitments are required

4. Anti-corruption Compliance: Compliance with anti-bribery laws - used for international licensing arrangements

What schedules should be included in a Merchandise Licensing Agreement?

1. Schedule 1 - Licensed Trademarks: Detailed list of trademarks covered by the agreement

2. Schedule 2 - Licensed Products: Specific products approved for licensing

3. Schedule 3 - Territory Definition: Detailed description of geographic coverage

4. Schedule 4 - Quality Standards: Detailed specifications for licensed products

5. Schedule 5 - Royalty Calculation Methods: Detailed formulas and examples for royalty calculations

6. Schedule 6 - Approval Procedures: Step-by-step process for product approval

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

Jurisdiction

Singapore

Publisher

Genie AI

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions































Clauses



































Industries

Trade Marks Act (Cap. 332): Primary legislation governing trademark protection, registration, and enforcement in Singapore, crucial for merchandise licensing involving branded products

Copyright Act (Cap. 63): Governs copyright protection and licensing of creative works, essential for merchandise featuring copyrighted designs or content

Registered Designs Act (Cap. 266): Protects industrial designs and their commercial exploitation through licensing arrangements

Patents Act (Cap. 221): Regulates patent rights and licensing of patented innovations that may be incorporated in licensed merchandise

Contract Law (Application of Laws) Act: Fundamental legislation governing contract formation, validity, and enforcement in Singapore

Unfair Contract Terms Act (Cap. 396): Regulates unfair terms in contracts and limits the extent to which liability can be excluded in licensing agreements

Consumer Protection (Fair Trading) Act: Ensures fair trading practices and consumer protection in retail merchandise sales

Consumer Protection (Trade Descriptions and Safety Requirements) Act: Governs product safety standards and accurate product descriptions for consumer merchandise

Competition Act (Cap. 50B): Regulates anti-competitive practices, including territorial restrictions and exclusive licensing arrangements

Sale of Goods Act (Cap. 393): Governs the sale of goods and merchandise, including quality standards and implied terms

Supply of Goods Act: Complements the Sale of Goods Act in regulating supply of goods and merchandise

Customs Act: Regulates import and export of licensed merchandise, including customs duties and procedures

Regulation of Imports and Exports Act: Controls the import and export of goods, including licensed merchandise

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data in commercial transactions

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

GST Act: Governs taxation aspects of merchandise licensing and sales, including GST obligations

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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