Master Use License Agreement (Australia)
This Master Use License Agreement (the "Agreement") is made on [Agreement Date] between:
[Licensor Name] (ABN [Licensor ABN]), of [Licensor Address], [Licensor Suburb], [Licensor State] [Licensor Postcode] (the "Licensor"); and
[Licensee Name] (ABN [Licensee ABN]), of [Licensee Address], [Licensee Suburb], [Licensee State] [Licensee Postcode] (the "Licensee").
The Licensor and the Licensee are referred to collectively as the "Parties".
BACKGROUND
A. The Licensor owns or controls certain intellectual property rights as described in this Agreement.
B. The Licensee wishes to obtain a licence to use those intellectual property rights for the purposes described in this Agreement.
C. The Licensor is prepared to grant such a licence on the terms and conditions set out in this Agreement.
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS
In this Agreement, unless the context otherwise requires:
"Australian Consumer Law" means Schedule 2 of the Competition and Consumer Act 2010 (Cth).
"Copyright Act" means the Copyright Act 1968 (Cth).
"GST Act" means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"IP Australia" means the Australian Government body responsible for administering intellectual property rights.
"Licensed IP" means the intellectual property described in clause 2.1.
"Moral Rights" means the rights conferred on individual authors and directors under Part IX of the Copyright Act 1968 (Cth), including the right of attribution, the right against false attribution, and the right of integrity.
"Net Receipts" means gross revenues actually received by the Licensee from the exploitation of the Licensed IP, less returns, refunds, and any applicable taxes (excluding GST).
"Permitted Use" has the meaning given in clause 3.2.
"Territory" has the meaning given in clause 3.3.
2. LICENSED INTELLECTUAL PROPERTY
2.1 The Licensor licenses to the Licensee the following intellectual property (the "Licensed IP"), comprising [IP Type]:
[Licensed IP Description]
2.2 The Licensor warrants that it is the owner of, or is authorised to license, the Licensed IP, and that the grant of rights under this Agreement does not infringe the intellectual property rights of any third party.
2.3 Moral Rights in any copyright works comprised in the Licensed IP are retained by the individual authors of those works and are not assigned or transferred by this Agreement. The Licensor must obtain any necessary written consents from individual authors in respect of acts that may affect their Moral Rights before authorising such acts by the Licensee.
3. LICENCE GRANT
3.1 Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee a [Licence Type] licence to use the Licensed IP.
3.2 The Licensee may use the Licensed IP solely for the following permitted use (the "Permitted Use"): [Permitted Use].
3.3 This licence is granted in respect of the following territory (the "Territory"): [Territory].
3.4 Sublicensing of the Licensed IP is [Sublicensing Permitted].
3.5 The Licensee must not use the Licensed IP for any purpose other than the Permitted Use without the prior written consent of the Licensor.
3.6 As between the Parties, the Licensor retains all ownership of and title to the Licensed IP. Nothing in this Agreement transfers any ownership interest in the Licensed IP to the Licensee.
4. TERM
4.1 This Agreement commences on [Commencement Date] and continues [Licence Term] [Fixed Term Years] years, unless terminated earlier in accordance with clause 9.
4.2 Upon expiry or termination of this Agreement, all licences granted under this Agreement immediately cease and the Licensee must promptly cease all use of the Licensed IP and, at the Licensor's election, destroy or return all materials embodying the Licensed IP.
5. ROYALTIES AND PAYMENT
5.1 In consideration of the licence granted under this Agreement, the Licensee shall pay to the Licensor [Royalty Structure] [Royalty Rate] ([GST Treatment]).
5.2 Royalties are payable [Payment Frequency]. The Licensee must provide the Licensor with a written royalty statement setting out the basis of calculation with each payment.
5.3 If the licence fee includes a GST component, the Licensor must issue a valid tax invoice in accordance with the GST Act including the Licensor's ABN.
5.4 The Licensor has the right, on reasonable written notice, to audit the Licensee's books and records to verify the accuracy of royalty statements. If an audit reveals an underpayment of more than 5%, the Licensee must reimburse the Licensor for the reasonable costs of the audit in addition to paying the underpaid royalties with interest at 10% per annum.
5.5 All payments must be made in Australian dollars (AUD) by electronic funds transfer to the account nominated by the Licensor.
6. QUALITY CONTROL
6.1 The Licensee must use the Licensed IP in accordance with the Licensor's quality standards and guidelines as notified by the Licensor from time to time.
6.2 The Licensor has the right to inspect and audit the Licensee's use of the Licensed IP to ensure compliance with the quality standards specified in clause 6.1.
6.3 If the Licensor notifies the Licensee of any non-compliant use, the Licensee must rectify the non-compliance within 14 days of receiving notice, or such longer period as the Licensor may allow in writing.
6.4 Where the Licensed IP includes registered trade marks, the Licensee acknowledges that uncontrolled use of the trade marks may jeopardise the validity of the trade mark registrations. The Licensee agrees to use the trade marks only as authorised by the Licensor and only in accordance with the quality and presentation standards specified by the Licensor.
7. IP OWNERSHIP AND NO CHALLENGE
7.1 The Licensee acknowledges that the Licensor is the sole owner of the Licensed IP and that the Licensee acquires no ownership interest in the Licensed IP by virtue of this Agreement or the exercise of any rights under it.
7.2 The Licensee must not, during or after the term of this Agreement, challenge or assist any third party to challenge the validity, ownership, or enforceability of the Licensed IP or any IP rights registered in respect of the Licensed IP.
7.3 The Licensee must promptly notify the Licensor of any actual or suspected infringement of the Licensed IP by a third party that comes to the Licensee's attention. The Licensor has the sole right to determine whether to take action against any infringement and to conduct any proceedings.
7.4 Any improvement, modification, or derivative work of the Licensed IP created by the Licensee during the term of this Agreement is, as between the Parties, owned by the Licensor, and the Licensee hereby assigns to the Licensor all intellectual property rights in any such improvement, modification, or derivative work.
8. CONFIDENTIALITY
8.1 Each Party must keep confidential all non-public information of the other Party disclosed in connection with this Agreement, including information about the terms of this Agreement, the nature of the Licensed IP, and each Party's business operations.
8.2 The confidentiality obligations in this clause do not apply to information that is or becomes publicly known other than through breach of this Agreement, or that is required to be disclosed by law or court order.
8.3 Each Party must handle personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
9. TERMINATION
9.1 Either Party may terminate this Agreement by giving 30 days' written notice to the other Party.
9.2 The Licensor may terminate this Agreement immediately by written notice if the Licensee: (a) uses the Licensed IP outside the scope of the Permitted Use; (b) fails to pay any amounts due and does not remedy that failure within 14 days of written notice; (c) becomes insolvent, has a receiver or administrator appointed, or enters into liquidation; or (d) challenges the validity of the Licensed IP.
9.3 Upon expiry or termination, clauses 6 (Quality Control), 7 (IP Ownership), 8 (Confidentiality), and 10 (General) survive termination.
10. GENERAL PROVISIONS
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior representations, agreements, and understandings.
10.2 Amendments: This Agreement may only be amended by a written instrument signed by both Parties.
10.3 Assignment: The Licensee must not assign, transfer, or novate this Agreement or any rights under it without the prior written consent of the Licensor. The Licensor may assign this Agreement to any purchaser of the Licensed IP.
10.4 Governing Law: This Agreement is governed by the laws of [Governing State], Australia, and the laws of the Commonwealth of Australia applicable therein. Each Party submits to the non-exclusive jurisdiction of the courts of [Governing State] and the Federal Court of Australia.
10.5 Dispute Resolution: Disputes must first be addressed by good-faith negotiation. If unresolved within 14 days, either Party may refer the dispute to mediation before commencing litigation.
10.6 Severability: If any provision of this Agreement is invalid or unenforceable, it is to be read down to the minimum extent necessary to make it valid and enforceable. The remaining provisions continue in full force.
EXECUTED as an Agreement.
LICENSOR
Full name: [Licensor Name]
ABN: [Licensor ABN]
Address: [Licensor Address], [Licensor Suburb], [Licensor State] [Licensor Postcode]
LICENSEE
Full name: [Licensee Name]
ABN: [Licensee ABN]
Address: [Licensee Address], [Licensee Suburb], [Licensee State] [Licensee Postcode]
Licensor
________________
Signature
Date: ________________
Licensee
________________
Signature
Date: ________________
What Is a Master Use License Agreement (Australia)?
A Master Use License Agreement in Australia grants a licensee permission to use a specified sound recording on defined terms, fees, and territory while the owner retains ownership under the Corporations Act 2001 (Cth).
Under the Copyright Act 1968 (Cth), copyright subsists automatically in original literary, artistic, musical, and dramatic works, as well as films, sound recordings, broadcasts, and published editions. Copyright in a work is infringed if a person exercises an exclusive right of the copyright owner — such as reproduction, communication, or adaptation — without a licence. A copyright licence may be exclusive (only the licensee may exercise the licensed right) or non-exclusive (the licensor may grant the same rights to others). An exclusive licence must be in writing and signed by or on behalf of the copyright owner under s 10 of the Copyright Act to take effect as an exclusive licence.
Patents registered under the Patents Act 1990 (Cth) confer a monopoly right to exploit a patented invention — including making, using, selling, and importing the invention — within Australia for the patent term (20 years from the filing date for a standard patent, or 25 years for a pharmaceutical patent under an extension of term). A patent licence grants the licensee the right to exploit the invention within the scope defined in the licence agreement.
Trade marks registered under the Trade Marks Act 1995 (Cth) give the owner the exclusive right to use the mark in relation to the goods and services in respect of which it is registered. A Master Use License Agreement may grant a licensee the right to use the trade mark as an 'authorised user' within the meaning of s 26 of the Trade Marks Act. Under s 26, use of the trade mark by an authorised user with the consent of the owner is deemed to be use by the owner for the purposes of maintaining the registration.
Moral rights — which are inalienable personal rights conferred on individual authors and directors under Part IX of the Copyright Act — must be addressed in any thorough IP licence agreement. A licensor who is an individual author must either commit to attributing the author in any use of the works, or provide a written consent to non-attribution or modification. These rights cannot be waived or assigned; only a written consent by the individual author is effective.
When Do You Need a Master Use License Agreement (Australia)?
A Master Use License Agreement is needed in Australia whenever a rights holder wishes to permit another party to use their intellectual property in a structured, legally enforceable manner, while retaining ownership of those rights. It is particularly important in the following circumstances.
Media and entertainment companies regularly enter into master use licence agreements with record labels, film studios, publishers, and content owners to secure the right to synchronise music with audiovisual content, reproduce images or text in publications, or stream or broadcast content. Without a master use licence, each act of reproduction or communication may infringe copyright under the Copyright Act 1968 (Cth).
Technology companies that have developed proprietary software, platforms, algorithms, or databases regularly grant master use licences to business customers or integration partners. The licence agreement defines the permitted uses, the user seats or API call limits, the data handling obligations, and the service levels expected.
Franchisors and brand owners who permit franchisees or distributors to use their trade marks, know-how, and business systems typically do so under a master franchise or master licence agreement. The Trade Marks Act 1995 (Cth) requires the licensor to exercise quality control over the trade mark's use to preserve its distinctiveness and prevent cancellation.
Universities and research institutions that commercialise patented inventions and copyrighted research outputs through technology transfer offices use master use licence agreements to grant industry partners exclusive or non-exclusive rights to exploit those inventions within defined fields of use and territories.
A master use licence is also appropriate where a creator or IP owner in Australia wishes to monetise their IP portfolio by licensing multiple assets to a single licensee under a single overarching agreement, rather than managing separate licences for each asset.
Parties in Australia should prepare a Master Use License Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. 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. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Master Use License Agreement (Australia)
A thorough Australian Master Use License Agreement should include the following key provisions.
Identification of Licensed IP — Precisely identify each IP asset covered by the agreement. For copyright works, identify the title, format, and registration details (if applicable). For patents, identify the patent numbers and application numbers. For trade marks, identify the registration numbers and classes. Attach a schedule of all licensed IP assets.
Grant of Licence — Clearly state whether the licence is exclusive or non-exclusive, the permitted uses, the territory (which may be all of Australia, specific states, or global), and whether sublicensing is permitted. For copyright, specify which of the exclusive rights under the Copyright Act are licensed (reproduction, communication, adaptation, publication, etc.).
Royalties and Payment — Specify the royalty rate (percentage of net receipts or a fixed fee per unit), the royalty calculation methodology, the accounting period, the frequency of royalty statements, and the audit rights of the licensor. Address whether royalty payments are inclusive or exclusive of GST under the GST Act 1999 (Cth).
Moral Rights — Address the licensor's moral rights as author under Part IX of the Copyright Act 1968 (Cth). Either commit to always attributing the author, or include a written consent by the individual author to any acts that would otherwise infringe their right of attribution or right of integrity.
Quality Control — Include quality control provisions, particularly where the licence covers a trade mark. Specify the standards the licensee must meet when using the licensed IP, the licensor's right to inspect and audit the licensee's use, and the licensor's right to require correction of non-compliant use.
IP Ownership and No Challenge — State clearly that the licensor retains all ownership rights in the licensed IP and that the licensee acquires no ownership interest by virtue of the licence. Include a no-challenge clause prohibiting the licensee from challenging the validity of the licensed IP rights.
Term and Termination — Specify the initial term, any renewal options, and the grounds for early termination, including the licensor's right to terminate immediately for material breach, insolvency, or attempted assignment without consent.
Governing Law — Specify that the agreement is governed by the laws of a nominated Australian state or territory and the Commonwealth of Australia, and that disputes are subject to the jurisdiction of the Federal Court of Australia or the courts of the nominated state, both of which have jurisdiction over intellectual property matters.
Additional compliance elements for a Master Use License 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). Master Use License Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/intellectual-property/master-use-license-agreement-australia
"Master Use License Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/intellectual-property/master-use-license-agreement-australia.
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title = {Master Use License Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/intellectual-property/master-use-license-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
A Master Use License Agreement is a thorough intellectual property licence that grants a licensee the right to use specified IP assets — which may include copyright works, registered patents, registered or unregistered trade marks, designs, or confidential know-how — owned by the licensor. Under Australian law, the Copyright Act 1968 (Cth) governs copyright licences; the Patents Act 1990 (Cth) governs patent licences; the Trade Marks Act 1995 (Cth) governs trade mark licences; and the Designs Act 2003 (Cth) governs registered design licences. A 'master' licence is intended to serve as the overarching agreement that covers multiple IP assets or multiple uses under a single contract, rather than requiring separate agreements for each IP asset or each use. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. 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. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Moral rights are personal rights conferred on individual authors and directors under Part IX of the Copyright Act 1968 (Cth). They include: the right of attribution (the author's right to be identified as the author of the work); the right against false attribution (the right not to have another person falsely identified as the author); and the right of integrity (the right not to have the work subjected to derogatory treatment). Moral rights cannot be assigned — they remain with the author even after assignment or licensing of copyright. However, an author may consent to acts that would otherwise infringe their moral rights; a broad consent can be given in writing. A Master Use License Agreement should include a clause addressing moral rights, either by committing to always attribute the author or by including an express written consent from the author to any modifications or non-attribution.
Under the Trade Marks Act 1995 (Cth), a trade mark licence does not need to be formally registered on the Australian Trade Marks Register to be legally effective between the parties. However, recording an authorised user arrangement with IP Australia has practical advantages: it provides public notice of the licensee's authorised use, which can be relevant to maintaining the distinctiveness of the trade mark and preventing cancellation for non-use. Under s 26 of the Trade Marks Act, where a person uses a trade mark with the authorisation of the owner, that use is taken to be use by the owner — which is critical to maintaining the registration. The licence agreement should requires the licensor maintains quality control over the licensee's use of the trade mark, as uncontrolled licensing may jeopardise the validity of the registration.
Royalties paid under an IP licence are ordinary income for the licensor under the Income Tax Assessment Act 1997 (Cth). If the licensor is a GST-registered entity and the supply of the IP licence is a taxable supply, GST at 10% will apply to royalty payments under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Where the licensee is a foreign entity paying royalties to an Australian licensor, withholding tax considerations under Australia's double tax agreements may apply. Conversely, where an Australian entity pays royalties to a foreign licensor, a 30% withholding tax (reduced under applicable tax treaties) may apply under s 128B of the Income Tax Assessment Act 1936 (Cth). The Master Use License Agreement should clearly specify whether royalty rates are inclusive or exclusive of GST.
A licensee under an IP licence cannot sublicense the licensed IP rights without the express written consent of the licensor, unless the licence agreement expressly permits sublicensing. This principle flows from the general law principle that a licensee cannot grant rights greater than those it holds. A Master Use License Agreement should expressly state whether sublicensing is permitted, and if so, on what conditions — for example, whether the licensor's prior written consent is required for each sublicence, whether sublicences must be on terms no less restrictive than the head licence, and what happens to sublicences if the head licence is terminated. Any sublicensees should be required to acknowledge the licensor's ownership of the underlying IP and the licensor's right to terminate. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. 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. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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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