Technology License Agreement in Singapore: Template, Key Clauses and Local Law (2026)

A technology license agreement is where the owner of technology (the licensor) lets another party (the licensee) use defined intellectual property, which can include patents, know-how, trade secrets, software, designs, and trademarks, on agreed terms. It is broader than a pure software license because it often bundles patents, confidential know-how, and technical support. In Singapore there is no single technology-licensing statute. Instead, several IP laws, competition law, and the withholding-tax rules work together, so a good agreement has to map onto all of them. This is general information, not legal advice. The right structure depends on which rights you are licensing and where the parties sit. Confirm your position with a qualified Singapore lawyer and tax adviser before relying on a template. ## The local law that governs a Singapore technology license - Patents Act 1995 for patented inventions, Copyright Act 2021 for software and documentation, Trade Marks Act 1998 for branded technology, Registered Designs Act 2000 for designs, and the common law and contract for trade secrets and know-how. There is no registration requirement to make a license valid, though recording certain dealings with the Intellectual Property Office of Singapore (IPOS) can help against third parties.

• Competition Act 2004, section 34. License terms such as exclusive grant-backs, tying, territorial restrictions, or royalty terms that outlast the IP can breach the section 34 prohibition if they appreciably restrict competition. The CCCS publishes guidance and market-share safe harbours.
• Income Tax Act 1947. Royalties paid to a non-resident are generally subject to withholding tax at 10 percent as a final tax, unless reduced by a tax treaty or an incentive such as the Economic Development Board's Approved Royalties Incentive. This shapes who bears the tax and how gross-up clauses are written. ## Key clauses to get right - Licensed technology and field of use. Define the patents, software, know-how, and marks precisely, and the field, territory, and whether the license is exclusive, sole, or non-exclusive.
• Grant and reservations. State what the licensee may and may not do, including sublicensing, modification, and reverse engineering.
• Royalties and payment. Set the royalty base, rate, minimums, audit rights, and a withholding-tax and gross-up clause that reflects the 10 percent rule.
• Know-how and confidentiality. Treat unregistered know-how as a trade secret, with clear confidentiality and return-or-destroy duties, since it is protected mainly by contract.
• Improvements and grant-backs. Decide who owns improvements, and keep any grant-back narrow enough to avoid section 34 concerns.
• Warranties, IP indemnity, and liability. Cover ownership, non-infringement, and a cap on liability.
• Term, termination, and effect of termination. Address what happens to stock, sublicenses, and confidential materials on exit.
• Governing law and disputes, often Singapore law with arbitration for cross-border deals. ## A simple skeleton 1. Parties and definitions

2. Licensed technology, field, and territory
3. Grant, exclusivity, and reservations
4. Sublicensing
5. Royalties, payment, and withholding tax
6. Know-how and confidentiality
7. Improvements and grant-backs
8. Warranties and IP indemnity
9. Liability and limitations
10. Term and termination
11. Effect of termination
12. Governing law and dispute resolution
13. Signatures ## Common mistakes - Treating a bundle of patents, know-how, and marks as one undefined blob instead of defining each right.

• Ignoring the 10 percent withholding tax on royalties to non-residents, then arguing later about who bears it.
• Writing a wide grant-back or tying clause that risks breaching section 34 of the Competition Act 2004.
• Relying on registration to protect know-how, when know-how is protected by confidentiality, not registration.
• Leaving no plan for sublicenses and confidential materials on termination. ## One workspace for your contracts Technology licenses live or die on precise definitions and consistent royalty and audit terms across many documents. Adira is an AI legal operating system that drafts, reviews, and tracks contracts as a structured clause tree, so defined terms stay aligned and obligations are visible. Adira is India-first today, and deeper non-India jurisdiction support, including Singapore, is on its roadmap, so use it as a drafting and tracking workspace rather than a source of Singapore legal advice for now.