Trade Mark Licence Agreement (Australia)

Transfer ownership of intellectual property in Australia with this comprehensive IP Assignment Agreement. Satisfies the written assignment requirement under s196 of the Copyright Act 1968 (Cth) and supports assignments of registered trade marks (Trade Marks Act 1995), patents (Patents Act 1990), and registered designs (Designs Act 2003). Includes moral rights consent under Part IX of the Copyright Act 1968, IP register notification obligations, assignor warranties of clear title, indemnity against third-party claims, GST provisions, and an optional retained licence back to the assignor.

An IP Assignment Deed is a formal deed instrument that permanently and irrevocably transfers ownership of intellectual property from one party (the Assignor) to another (the Assignee) under Australian law. Unlike an ordinary contract, a deed does not require consideration — making it the preferred legal instrument when IP is transferred between related entities, as part of a restructure, or where no monetary payment changes hands. This deed is compliant with the key Australian intellectual property statutes. For copyright, it satisfies the written assignment requirement under section 196 of the Copyright Act 1968 (Cth), which provides that copyright is not assignable except by an instrument in writing signed by or on behalf of the assignor. For registered trade marks, the deed effects an assignment in accordance with section 106 of the Trade Marks Act 1995 (Cth) and supports recordal of the change of ownership on the Register of Trade Marks held by IP Australia. For patents, the deed is consistent with section 14 of the Patents Act 1990 (Cth), which permits the assignment of patent rights, and section 187, which allows assignments to be recorded on the Register of Patents. A critical distinction between this deed and a standard IP Assignment Agreement is the treatment of consideration. An agreement requires valuable consideration — typically a payment — to be enforceable. A deed, by contrast, is binding simply by virtue of its execution under seal (or, in modern practice, its execution as a deed with a witness or in accordance with section 127 of the Corporations Act 2001 (Cth) for companies). This makes a deed ideal for intra-group IP transfers, assignments from founders to their companies, assignments as part of estate planning, and situations where the commercial arrangement does not involve a direct cash payment for the IP. The deed includes a comprehensive moral rights consent clause. Under Part IX of the Copyright Act 1968 (Cth), moral rights vest personally in the author of a copyright work and cannot be assigned or transferred under section 195AN. Moral rights include the right of attribution of authorship (s193), the right against false attribution (s195AC), and the right of integrity of authorship (s195AI). Because these rights survive an assignment of copyright, it is essential that the deed includes a written consent from the author under section 195AWA, permitting the Assignee and its successors to use, modify, publish, and deal with the copyright works without the author being able to assert their moral rights. The deed also includes a clause obliging the Assignor to assist with recording the change of ownership on the IP Australia register for registered IP rights, a suite of warranties from the Assignor confirming clear and unencumbered title, and an indemnity protecting the Assignee against pre-existing third-party claims. The execution clause is drafted in compliance with the requirements for deeds in Australian states and territories, including the Conveyancing Act 1919 (NSW), the Property Law Act 1958 (Vic), and equivalent legislation in other states. For companies executing a deed, section 127 of the Corporations Act 2001 (Cth) permits a company to execute a document (including a deed) without a common seal if two directors, a director and a company secretary, or a sole director who is also the sole company secretary sign the document. In practice, this means that most Australian companies can execute an IP Assignment Deed without the need for a witness, provided the correct signatories execute the document. Electronic execution of deeds has been the subject of legislative reform in several Australian states and territories following the COVID-19 pandemic, and the position on electronic deeds should be confirmed with a solicitor for the relevant jurisdiction. This deed is suitable for both individuals and companies and covers all major types of intellectual property recognised under Australian law, including copyright, trade marks, patents, and registered designs. It is designed to be used as a standalone instrument to effect the transfer of IP rights, and should be read together with any underlying licence, service, or business sale agreement under which the parties' broader commercial arrangements are documented.

Grant or obtain a licence to use intellectual property in Australia with this comprehensive IP Licence Agreement. Covers copyright works under the Copyright Act 1968 (Cth), registered trade marks under the Trade Marks Act 1995 (Cth), patents under the Patents Act 1990 (Cth), and registered designs under the Designs Act 2003 (Cth). Supports exclusive, non-exclusive, and sole licence structures, royalty and lump-sum payment terms, sublicensing rights, moral rights consent under Part IX of the Copyright Act 1968, and GST compliance.

Protect your confidential business information under Australian common law with a legally sound Non-Disclosure Agreement (NDA). Whether you are sharing trade secrets with a prospective partner, disclosing proprietary technology to a developer, or presenting financial projections to a potential investor, a properly drafted Australian NDA keeps your sensitive information under strict legal protection. Our template complies with Australian contract law principles and includes provisions addressing the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

A Royalty Agreement documents the obligation of one party (the Licensee) to make ongoing payments (royalties) to the owner of intellectual property (the Owner) in exchange for the right to use that IP. This agreement is tailored to the Australian legal and tax framework, incorporating the key requirements of Australian IP legislation and the income tax and GST rules that apply to royalty transactions in Australia. Royalties can arise in many commercial contexts. In the copyright context, an author may licence their book, software, or creative works to a publisher or distributor and receive a royalty based on the number of copies sold or the revenue generated. Under the Copyright Act 1968 (Cth), the copyright owner has the exclusive right to reproduce, publish, broadcast, and communicate their works, and a royalty agreement documents the consideration paid for granting those rights to a licensee. In the patent context, a patent holder may licence their invention to a manufacturer and receive a royalty based on the number of units sold or the revenue generated from the patented product, in accordance with the Patents Act 1990 (Cth). In the trade mark context, a brand owner may licence the use of their registered trade mark under the Trade Marks Act 1995 (Cth) and receive a royalty as consideration. The income tax treatment of royalties in Australia is complex. Under the Income Tax Assessment Act 1997 (Cth), royalties received by an Australian resident are generally assessable income in the year of receipt. For non-resident royalty recipients, royalty withholding tax may apply under Division 11A of Part III of the Income Tax Assessment Act 1936 (Cth) at the rate of 30% (subject to reduction under applicable double tax treaties). The ATO's Tax Ruling TR 2005/20 provides detailed guidance on the income tax treatment of royalties, including what payments constitute royalties for tax purposes. The ruling is particularly relevant to technology licences, software licences, and licences of know-how, as it sets out the ATO's view on which payments are royalties and which are payments for services. GST applies to royalty payments under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) where the royalty is paid for a taxable supply made in connection with Australia by a GST-registered supplier. The Licensee can claim an input tax credit for GST paid on royalties, provided the licence is acquired for a creditable purpose. Where a royalty is paid to a non-resident, the GST treatment depends on whether the supply is connected with Australia. Record-keeping and reporting are critical in Australian royalty arrangements. Australian businesses are required to retain financial records for at least five years under the Corporations Act 2001 (Cth), and for at least seven years for tax purposes under the Taxation Administration Act 1953 (Cth). This agreement includes a comprehensive reporting and record-keeping clause, audit rights for the Owner, and an interest provision for late or underpaid royalties. The audit rights clause is particularly important in commercial royalty arrangements involving significant sums, as it provides the Owner with a mechanism to verify that royalties are being accurately calculated and reported by the Licensee. For multinational groups with Australian operations, intercompany royalty payments must comply with Australia's transfer pricing rules under Subdivision 815-B of the Income Tax Assessment Act 1997 (Cth), which require that intercompany royalty rates be consistent with arm's-length pricing. The ATO actively scrutinises intercompany IP royalty arrangements and requires contemporaneous documentation to support the arm's-length nature of the royalty rate. This agreement can be adapted for use in an intercompany royalty context, but the parties should obtain specific transfer pricing advice. This Royalty Agreement is suitable for a wide range of IP licensing contexts, including copyright royalties for authors and publishers, patent royalties for inventors and manufacturers, software licence royalties, and trade mark royalties for brand licensors. It is designed to be used in conjunction with an underlying IP licence or collaboration agreement that documents the broader commercial arrangement between the parties.