IP Licence Agreement (Australia)
This IP Licence Agreement (the "Agreement") is made on [Effective Date] between:
[Licensor Name] (ABN [Licensor ABN]) of [Licensor Street Address], [Licensor Suburb] [Licensor State] [Licensor Postcode] (the "Licensor"); and
[Licensee Name] (ABN [Licensee ABN]) of [Licensee Street Address], [Licensee Suburb] [Licensee State] [Licensee Postcode] (the "Licensee").
The Licensor and Licensee are referred to individually as a "Party" and collectively as the "Parties".
BACKGROUND
A. The Licensor is the owner of certain intellectual property rights, being [Ip Type], comprising [IP Description] (the "Licensed IP").
B. The Licensee wishes to obtain a licence to use the Licensed IP on the terms and conditions set out in this Agreement.
C. The Licensor agrees to grant such a licence on those terms.
THE PARTIES AGREE as follows:
1. DEFINITIONS
In this Agreement, unless the context otherwise requires:
"GST" means goods and services tax as imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Licensed IP" has the meaning given in the Background.
"Net Sales Revenue" means the gross revenue received by the Licensee from sales of products or services incorporating or derived from the Licensed IP, less returns, refunds, and applicable taxes (including GST).
"Permitted Use" means [Permitted Use].
"Territory" means [Territory].
2. GRANT OF LICENCE
2.1 Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee a [Licence Type] licence to use the Licensed IP within the Territory for the Permitted Use only.
2.2 The Licensee acknowledges that the Licensor retains ownership of all intellectual property rights in the Licensed IP and that this Agreement does not transfer any ownership of those rights to the Licensee.
2.3 The Licensee must not use the Licensed IP for any purpose other than the Permitted Use without the Licensor's prior written consent.
2.4 The Licensee must not do any act or thing that would prejudice the Licensor's intellectual property rights in the Licensed IP or the validity of any registration associated with the Licensed IP.
4. ROYALTIES AND PAYMENT
4.1 In consideration of the licence granted under clause 2, the Licensee must pay the Licensor a [Royalty Type] of [Royalty Rate / Fee Amount] (exclusive of GST), payable [Payment Frequency].
4.2 The Licensee must provide the Licensor with a written royalty statement [Reporting Period], setting out in reasonable detail the calculation of the royalty payment for that period.
4.3 If GST is payable on any supply made under this Agreement, the recipient of that supply must pay to the supplier an additional amount equal to the GST payable on that supply, upon receipt of a valid tax invoice.
4.4 The Licensor may, on 30 days' written notice, audit the Licensee's records relating to the calculation of royalties during the term of this Agreement and for 3 years after its termination.
5. INTELLECTUAL PROPERTY MAINTENANCE
5.1 The Licensor is responsible for maintaining and renewing all registrations and applications in respect of the Licensed IP at its own cost.
5.2 The Licensee must promptly notify the Licensor of any actual or threatened infringement of the Licensed IP of which the Licensee becomes aware.
5.3 The Licensor has the first right to take action to prevent or restrain infringement of the Licensed IP. If the Licensor elects not to take such action within 60 days of notice, the Licensee may, with the Licensor's consent, take action at its own expense.
5.4 The Licensor must, upon request, notify IP Australia of this licence in accordance with the applicable register procedures under the Trade Marks Act 1995 (Cth) or Patents Act 1990 (Cth), as applicable.
7. WARRANTIES AND REPRESENTATIONS
7.1 The Licensor warrants and represents that:
- the Licensor is the sole and exclusive owner of the Licensed IP, or has authority to grant the licence in this Agreement;
- the Licensor has not granted any licence or other right in respect of the Licensed IP that would be inconsistent with this Agreement;
- to the best of the Licensor's knowledge, the Licensed IP does not infringe the intellectual property rights of any third party; and
- the Licensed IP is not subject to any encumbrance, mortgage, charge, or other security interest that would restrict the grant of the licence in this Agreement.
7.2 The Licensee warrants and represents that it will use the Licensed IP only for the Permitted Use and in accordance with this Agreement.
8. CONFIDENTIALITY
8.1 Each Party must keep confidential all Confidential Information received from the other Party and must not disclose it to any third party without the other Party's prior written consent, except as required by law or to the Party's legal or financial advisers on a need-to-know basis.
8.2 This obligation of confidentiality survives the termination or expiry of this Agreement for a period of 5 years.
9. LIMITATION OF LIABILITY
9.1 To the maximum extent permitted by law, neither Party will be liable to the other for any indirect, special, consequential, or punitive loss or damage arising out of or in connection with this Agreement.
9.2 Nothing in this Agreement limits any liability that cannot be excluded under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other applicable Australian law.
10. TERM AND TERMINATION
10.1 This Agreement commences on the Effective Date and continues for [Term Type], being [Term Duration], unless earlier terminated in accordance with this clause.
10.2 Either Party may terminate this Agreement by giving [Notice Period] written notice to the other Party.
10.3 Either Party may terminate this Agreement immediately by written notice if the other Party:
- commits a material breach of this Agreement and fails to remedy that breach within 30 days of receiving written notice requiring it to do so;
- becomes insolvent, is placed in administration, receivership, or liquidation, or makes a composition or arrangement with its creditors; or
- ceases to carry on business.
10.4 On termination or expiry of this Agreement, the Licensee must immediately cease all use of the Licensed IP and, at the Licensor's election, destroy or return all materials incorporating the Licensed IP.
10.5 Termination for non-use: If the Licensee fails to use the Licensed IP in the Territory for a continuous period of 12 months, the Licensor may terminate this Agreement on 30 days' written notice.
11. GENERAL PROVISIONS
11.1 Governing law: This Agreement is governed by the laws of [State/Territory], Australia, and each Party irrevocably submits to the non-exclusive jurisdiction of the courts of [State/Territory].
11.2 Entire agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior representations, negotiations, and agreements.
11.3 Variation: This Agreement may only be amended by a written instrument signed by both Parties.
11.4 Severability: If any provision of this Agreement is unenforceable, it shall be severed without affecting the enforceability of the remaining provisions.
11.5 Waiver: A failure to exercise or delay in exercising a right under this Agreement does not operate as a waiver of that right.
11.6 Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
EXECUTED as an agreement.
SIGNED by the Licensor:
Name: [Licensor Name]
ABN: [Licensor ABN]
SIGNED by the Licensee:
Name: [Licensee Name]
ABN: [Licensee ABN]
Licensor
________________
Signature
Date: ________________
Licensee
________________
Signature
Date: ________________
What Is a IP Licence Agreement (Australia)?
An IP Licence Agreement in Australia grants a licensee permission to use specified intellectual property on defined terms, fees, and territory while the owner retains ownership under the Corporations Act 2001 (Cth).
In Australia, intellectual property is protected by a suite of federal legislation administered by IP Australia and the courts. The Copyright Act 1968 (Cth) automatically protects original literary, artistic, musical, and dramatic works, as well as films, sound recordings, broadcasts, and published editions. The Trade Marks Act 1995 (Cth) protects registered signs that distinguish the goods or services of one trader from those of another. The Patents Act 1990 (Cth) protects inventions granted a standard patent (up to 20 years) or an innovation patent (up to 8 years, now closed to new applications). The Designs Act 2003 (Cth) protects the visual features of manufactured products for up to 10 years from registration.
An IP Licence Agreement can cover any one or more of these categories of intellectual property. It must clearly identify the specific IP being licensed, the type of licence granted (exclusive, non-exclusive, or sole), the territory within which the licence applies, the permitted use, the royalty or licence fee, and the term of the licence. A well-drafted licence also addresses sublicensing rights, IP maintenance obligations, infringement procedures, warranties of ownership, moral rights consent (where copyright works are involved), GST obligations, and termination provisions.
Where a licence relates to registered IP rights such as trade marks or patents, the parties should consider registering the licence with IP Australia to provide notice to third parties and protect the licensee's position in the event of subsequent dealings by the licensor.
The legal framework governing the IP Licence Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a IP Licence Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a IP Licence Agreement (Australia)?
An IP Licence Agreement is required whenever a business or individual wishes to use intellectual property owned by another party in Australia. This document is essential in a wide range of commercial situations.
A technology company that has developed proprietary software, algorithms, or technical know-how may licence those assets to another business for use in their products or services. A manufacturer or designer who holds a registered trade mark, registered design, or patent may licence those rights to a distributor, retailer, or manufacturer, enabling them to market or produce goods bearing the licensed IP. Artists, writers, photographers, and other creators may licence their copyright works to publishers, advertising agencies, or media companies.
Franchise arrangements typically involve the franchisee being granted a licence to use the franchisor's trade marks, branding, business systems, and copyright materials. A music or film company may licence its catalogue of sound recordings or films to streaming services, broadcasters, or distributors. A university or research institution may licence patented technology to a commercial partner for development and commercialisation.
An IP licence is also needed when a business wishes to commercialise IP in an overseas market without establishing a local presence — by appointing an international licensee, the IP owner can derive revenue while the licensee handles the local market. Similarly, a business seeking to expand domestically may grant state-specific or territory-specific licences to local operators.
In all of these situations, a written IP Licence Agreement is essential to protect both parties. Without a written agreement, the scope of the licence, the royalty entitlement, and the rights of each party are uncertain and may give rise to expensive disputes. Australian courts apply the general principles of contract law together with specific provisions of the applicable IP legislation when resolving licence disputes, making a clear and thorough written agreement critical.
What to Include in Your IP Licence Agreement (Australia)
A well-drafted Australian IP Licence Agreement must address several key elements to be legally effective and commercially protective.
Identification of the Licensed IP: The agreement must precisely describe the intellectual property being licensed, including registration numbers, registration dates, and the title or description of the works or rights. Ambiguity in identifying the IP can undermine the entire licence.
Licence type and scope: The agreement must specify whether the licence is exclusive, non-exclusive, or sole. An exclusive licence under s10 of the Copyright Act 1968 (Cth) gives the exclusive licensee standing to sue for infringement. The permitted use must be defined clearly to prevent the licensee from using the IP beyond the scope intended.
Territory: The geographical area in which the licence applies should be expressly stated. This is particularly important for trade mark licences, as unregistered use of a trade mark in a territory may weaken the owner's rights in that territory.
Royalties and payment: The royalty structure must be clearly defined, whether as a percentage of net sales revenue, a fixed annual fee, a lump sum, or a combination. The agreement should specify how royalties are calculated, when they are payable, and the Licensee's reporting obligations. GST of 10% is generally payable on royalties, and the agreement should address tax invoicing obligations under the GST Act.
Moral rights consent: Where copyright works are licensed, the agreement should include a written consent from the licensor (as author) under s195AWA of the Copyright Act 1968 (Cth) to acts that would otherwise infringe the licensor's moral rights, including the right of attribution and the right of integrity.
IP maintenance: The licensor is generally responsible for maintaining registrations. The licensee should be obliged to notify the licensor of any infringement it becomes aware of, and the agreement should address who has the right to take enforcement action.
Warranties: The licensor should warrant that it owns the IP, has authority to grant the licence, and is not aware of any third-party rights that would conflict with the licence. These warranties protect the licensee against discovering that the IP is encumbered or that the licensor lacked authority.
Termination for non-use: A common provision in Australian IP licences — particularly trade mark licences — is a right to terminate if the licensee fails to use the IP for a specified period. This protects the licensor against the IP becoming associated with a dormant licensee.
Additional compliance elements for a IP Licence Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). IP Licence Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/intellectual-property/ip-licence-agreement-australia
"IP Licence Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/intellectual-property/ip-licence-agreement-australia.
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title = {IP Licence Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/intellectual-property/ip-licence-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Frequently Asked Questions
Australian law recognises several distinct categories of intellectual property, each governed by its own legislation. Copyright in original literary, artistic, musical, and other works arises automatically under the Copyright Act 1968 (Cth) and subsists for the life of the author plus 70 years (s33). Registered trade marks — signs that distinguish goods or services — are protected under the Trade Marks Act 1995 (Cth) and are renewable every 10 years (s72). Standard patents protecting inventions are granted for up to 20 years under the Patents Act 1990 (Cth) (s67), while innovation patents (now discontinued for new applications) offered a shorter 8-year term. Registered designs protecting the visual appearance of products are protected for up to 10 years under the Designs Act 2003 (Cth) (s47). All of these IP rights can be the subject of a licence agreement, and some (but not all) can also be assigned in writing.
Under Australian law, these three licence types have distinct meanings. An exclusive licence grants the licensee the sole right to use the IP in the specified territory and field of use, to the exclusion of everyone else — including the licensor. Under s10 of the Copyright Act 1968 (Cth), an exclusive licensee of copyright has standing to bring infringement proceedings in their own name. A non-exclusive licence permits the licensee to use the IP, but the licensor retains the right to use the IP and to grant the same rights to other licensees. A sole licence grants the licensee and the licensor the right to use the IP, but the licensor cannot grant further licences to third parties. The choice of licence type significantly affects the licensee's rights, including the ability to sue for infringement and entitlement to an account of profits.
No. Moral rights under Part IX of the Copyright Act 1968 (Cth) are personal to the author and cannot be assigned or transferred under s195AN. Moral rights comprise the right of attribution of authorship (s193), the right against false attribution of authorship (s195AC), and the right of integrity of authorship — the right not to have a work subjected to derogatory treatment (s195AI). Although moral rights cannot be assigned, an author may provide a written consent under s195AWA permitting acts that would otherwise infringe moral rights. A well-drafted IP licence agreement should include such a consent from the licensor where the licensee will use or adapt copyright works in ways that might affect the author's moral rights, such as modifying artwork, removing attribution credits, or adapting literary works.
Generally yes. Royalty payments and licence fees are subject to Goods and Services Tax (GST) at 10% under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), where the supply is made in the course of an enterprise and the licensor is registered (or required to be registered) for GST. The licensor must issue a valid tax invoice to the licensee for each taxable supply, and the licensee can claim an input tax credit if the IP is acquired for a creditable purpose. Where a licence is granted to an overseas licensee for use wholly outside Australia, the supply may be GST-free under Div 38 of the GST Act. Royalties paid to non-residents may also be subject to withholding tax under s12-280 of Schedule 1 to the Taxation Administration Act 1953 (Cth) at a rate of 30% (or lower under an applicable tax treaty).
For registered IP rights, recording a licence on the relevant IP Australia register provides important protections. For trade marks, a registered user arrangement can be recorded under s26 of the Trade Marks Act 1995 (Cth), which protects the licensee's ability to use the trade mark and may be relevant to the validity of the registration. For patents, a licence can be recorded on the Register of Patents under s187 of the Patents Act 1990 (Cth). Recording provides notice to third parties and protects the licensee against subsequently registered dealings by the patentee. For copyright, there is no formal register in Australia — the Copyright Act 1968 does not establish a copyright register — so the agreement itself is the primary record of the licence. Parties should require that any licence of a registered IP right is documented in writing and, where appropriate, recorded with IP Australia.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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