Licensing Agreement (Ghana)
Licensing Agreement
This Licensing Agreement (this "Agreement") is entered into on [Agreement Date] between:
LICENSOR: [Licensor Name], company registration number [Licensor Reg Number], having its registered office at [Licensor Address] (the "Licensor"); and
LICENSEE: [Licensee Name], company registration number [Licensee Reg Number], having its registered office at [Licensee Address] (the "Licensee").
1. Grant of Licence
The Licensor grants to the Licensee a [Licence Type] licence to [Permitted Use] in respect of the following intellectual property: [IP Description] (IPOG registration: [IPOG Registration]) (the "Licensed IP").
The licence is granted for the territory of [Territory] for a period of [Licence Duration] commencing on [Commencement Date].
This Agreement is governed by the [IP Type] framework in Ghana, including the Copyright Act, 2005 (Act 690), the Patents Act, 2003 (Act 657), and the Trade Marks Act, 2004 (Act 664) as applicable, administered by the Intellectual Property Office of Ghana (IPOG).
Sublicensing by the Licensee: [Sublicensing Permitted]. Any sublicence granted without the Licensor's prior written consent is void and constitutes a material breach of this Agreement.
2. Royalties and Payment
The Licensee shall pay the Licensor royalties at the rate of [Royalty Rate], payable [Payment Frequency], by bank transfer to the Licensor's account at a Bank of Ghana-licensed institution.
Royalty payments are subject to withholding tax under the Income Tax Act, 2015 (Act 896) administered by the Ghana Revenue Authority (GRA). Where the Licensor is a non-resident, the Licensee shall withhold tax at the applicable rate and remit it to the GRA within 15 days of the end of the payment month.
The Licensor has the right to audit the Licensee's sales records and royalty calculations once per calendar year on 14 days' prior written notice.
3. IPOG Registration
Where this Agreement constitutes an exclusive licence of a registered patent or trademark, the Parties shall register this Agreement with the Intellectual Property Office of Ghana (IPOG) under Section 51 of the Patents Act, 2003 (Act 657) or Section 46 of the Trade Marks Act, 2004 (Act 664) within 30 days of execution, at the cost of the Licensee.
4. Termination
Either Party may terminate this Agreement on 30 days' written notice if the other Party commits a material breach and fails to remedy the breach within 14 days of receiving written notice specifying the breach.
Upon termination, the Licensee shall immediately cease all use of the Licensed IP, destroy or return all copies of licensed materials, and certify in writing to the Licensor that it has done so.
5. Governing Law
This Agreement is governed by the laws of the Republic of Ghana. Any dispute arising out of or in connection with this Agreement shall be referred to the High Court (Commercial Division), Accra, or the Ghana Arbitration Centre (GAC) under the Alternative Dispute Resolution Act, 2010 (Act 798) if the Parties so agree.
Signatures
IN WITNESS WHEREOF the Parties have executed this Licensing Agreement on the date first written above.
Licensor
________________
Signature
Licensee
________________
Signature
What Is a Licensing Agreement (Ghana)?
A Licensing Agreement in Ghana records the obligations the parties accept and the terms governing their arrangement.
Section 31 of the Copyright Act, 2005 (Act 690) requires that an exclusive licence of copyright be in writing and signed by the licensor. A non-exclusive copyright licence may be oral under Ghanaian law but is strongly recommended to be in writing to avoid disputes before the High Court (Commercial Division) in Accra, which has jurisdiction over intellectual property disputes. The Ghana Intellectual Property Office (IPOG) maintains a register of copyright licences and patent licences, and registration — while not mandatory — provides constructive notice to third parties and strengthens the licensee's position in infringement proceedings.
The Patents Act, 2003 (Act 657) governs patent licensing in Ghana and requires any assignment or exclusive licence of a registered patent to be registered with the IPOG under Section 51 of Act 657 to bind third parties. The Trade Marks Act, 2004 (Act 664) similarly requires the registration of a trademark licence with the IPOG under Section 46 of Act 664 for the licensee to have standing to sue for infringement independently of the licensor. Ghana is a member of the African Regional Intellectual Property Organization (ARIPO) under the Lusaka Agreement (1976) and the Harare Protocol (1982), which provide a regional framework for patent and industrial design protection.
A Licensing Agreement in Ghana differs from an Intellectual Property Assignment, which permanently transfers ownership of the IP rights to the assignee, whereas a licence merely grants a right to use while the licensor retains ownership. A licence also differs from a Franchise Agreement, which in Ghana involves a thorough business system including branding, operational know-how, and ongoing support obligations under the broader framework of the Contracts Act, 1960 (Act 25).
Ghana is a signatory to the Berne Convention for the Protection of Literary and Artistic Works (1886), the Paris Convention for the Protection of Industrial Property (1883), and the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement, 1994), all of which inform the interpretation of Ghanaian IP licensing law by the High Court and the Court of Appeal in Accra.
The legal framework governing the Licensing Agreement (Ghana) in Ghana draws on several key statutes and regulatory bodies. Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Parties executing a Licensing Agreement (Ghana) in Ghana should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Copyright Act 2005 (Act 690) sets the foundational requirements.
When Do You Need a Licensing Agreement (Ghana)?
A Licensing Agreement in Ghana is required whenever an intellectual property owner wishes to permit another party to use their IP rights in Ghana while retaining ownership, or when a business seeks authorised access to IP owned by a third party for commercial exploitation.
A Licensing Agreement is required when a Ghanaian music producer, record label, or artiste registered with the Ghana Music Rights Organisation (GMRO) — a collecting society licensed under the Copyright Act 2005 (Act 690) — wishes to grant a broadcaster such as Ghana Television (GTV), TV3, or a digital streaming platform the right to broadcast or stream their musical works in Ghana.
A Licensing Agreement is needed when a foreign company seeking registration with the Ghana Investment Promotion Centre (GIPC) under the Ghana Investment Promotion Centre Act, 2013 (Act 865) wishes to license its trademark, brand, or technology to a Ghanaian entity as part of a joint venture or franchise arrangement, requiring IPOG registration under the Trade Marks Act 2004 (Act 664).
A Licensing Agreement is required when a Ghanaian software developer or technology company registered under the Companies Act, 2019 (Act 992) with the ORC wishes to grant a corporate client the right to use proprietary software or a technology platform, specifying the number of authorised users, permitted use cases, and restrictions on modification or sublicensing.
A Licensing Agreement is needed when a pharmaceutical company regulated by the Food and Drugs Authority (FDA) of Ghana under the Food and Drugs Authority Act, 2012 (Act 851) requires a licence to manufacture or market a patented drug compound in Ghana, requiring both a licence from the patent owner and marketing authorisation from the FDA.
A Licensing Agreement is required when a Ghanaian university, research institution, or tertiary institution accredited by the Ghana Tertiary Education Commission (GTEC) wishes to commercialise research output — including patented inventions or copyrighted software — through a licensing arrangement with an industry partner.
Parties in Ghana should prepare a Licensing Agreement (Ghana) at the outset of any IP commercialisation arrangement. Under the Copyright Act 2005 (Act 690), the Patents Act 2003 (Act 657), and the Trade Marks Act 2004 (Act 664), the IPOG and the High Court (Commercial Division) in Accra apply strict standards to the scope and validity of IP licences. A Non-Disclosure Agreement for Ghana is also recommended to protect the licensor's confidential information disclosed during the licensing negotiation.
What to Include in Your Licensing Agreement (Ghana)
A valid Licensing Agreement in Ghana under the Copyright Act, 2005 (Act 690), Patents Act, 2003 (Act 657), and Trade Marks Act, 2004 (Act 664) must contain the following essential elements.
Parties: Full legal names, addresses, and registration details of the licensor and licensee. Corporate parties must provide their company registration numbers issued by the ORC under the Companies Act, 2019 (Act 992). The licensor's IPOG registration details (copyright registration, patent number, or trademark registration number) should be recited to evidence ownership of the licensed IP.
Description of Licensed IP: A precise description of the intellectual property being licensed — the title and registration number of a copyright work, patent, or trademark; the nature of the IP right (copyright in a literary work, patent for an invention, registered trademark for specific goods or services); and any limitations on the scope of the licence.
Exclusive vs Non-Exclusive: A clear statement of whether the licence is exclusive (only the licensee may use the IP in the licensed territory) or non-exclusive (the licensor may grant the same rights to others). Under Section 31 of the Copyright Act 2005 (Act 690), an exclusive copyright licence must be in writing; patent and trademark exclusive licences must be registered with the IPOG under Act 657 and Act 664 respectively.
Territory and Duration: The geographical territory in which the licensee may exercise the licensed rights — whether Ghana only, West Africa, or worldwide — and the duration of the licence, including any renewal or extension options.
Permitted Use: A specific description of the acts the licensee is permitted to perform with the licensed IP, such as reproduction, distribution, public performance, broadcast, translation, adaptation, or manufacture. Any act not expressly licensed is reserved to the licensor.
Royalties and Payment: The royalty rate (as a percentage of net sales or a fixed fee per unit), the payment schedule (monthly or quarterly), the currency (Ghana Cedis or foreign currency), and the audit rights of the licensor to inspect the licensee's sales records. Royalty payments to non-resident licensors are subject to withholding tax under the Income Tax Act, 2015 (Act 896), administered by the Ghana Revenue Authority (GRA).
Sublicensing: Whether the licensee is permitted to sublicense the rights to third parties, and if so, on what conditions. Sublicensing without the licensor's written consent is a common ground for termination in Ghanaian IP licence disputes before the High Court (Commercial Division).
Termination: Grounds for termination including non-payment of royalties, breach of use restrictions, insolvency, or the licensee's challenge to the licensor's IP ownership. Post-termination obligations including return or destruction of licensed materials and cessation of use.
The forms-legal.com Licensing Agreement template for Ghana includes nine sections covering the mandatory elements under the Copyright Act 2005 (Act 690), Patents Act 2003 (Act 657), and Trade Marks Act 2004 (Act 664), including IP description, exclusivity, territory and duration, permitted use, royalties, sublicensing, IPOG registration requirements, and termination. Parties should consider a Non-Disclosure Agreement for Ghana to protect confidential information exchanged during the licensing negotiation.
Additional compliance elements for a Licensing Agreement (Ghana) used in Ghana include: Under the Companies Act 2019 (Act 992), the Registrar General's Department (RGD) maintains the register of Ghanaian companies. Section 7 of the Companies Act 2019 governs company incorporation. The Ghana Revenue Authority (GRA) administers corporate tax under the Income Tax Act 2015 (Act 896). The Commercial Division of the High Court in Accra adjudicates business disputes. The Ghana Investment Promotion Centre (GIPC) regulates foreign investment under the GIPC Act 2013 (Act 865). Forms-legal.com provides this template as a starting point for Ghana-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Licensing Agreement (Ghana) (Ghana) [Legal document template]. Forms Legal. https://forms-legal.com/ghana/business/contracts/licensing-agreement-ghana
"Licensing Agreement (Ghana) (Ghana)." Forms Legal, 2026, https://forms-legal.com/ghana/business/contracts/licensing-agreement-ghana.
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Frequently Asked Questions
Registration requirements for a Licensing Agreement in Ghana depend on the type of IP being licensed. An exclusive copyright licence must be recorded in writing under Section 31 of the Copyright Act, 2005 (Act 690), and while registration with the Intellectual Property Office of Ghana (IPOG) is not strictly mandatory for it to be binding between the parties, registration provides constructive notice to third parties and strengthens the licensee's position in infringement proceedings. An exclusive patent licence must be registered with the IPOG under Section 51 of the Patents Act, 2003 (Act 657) to be enforceable against third parties — unregistered patent licences bind only the parties themselves. A trademark licence must be registered with the IPOG under Section 46 of the Trade Marks Act, 2004 (Act 664) for the licensee to have independent standing to sue for trademark infringement in the High Court (Commercial Division), Accra. ARIPO patent and trademark licences registered under the Harare Protocol also require registration in Ghana through the IPOG.
Royalty payments under a Licensing Agreement in Ghana are subject to withholding tax under the Income Tax Act, 2015 (Act 896), administered by the Ghana Revenue Authority (GRA). Where the licensor is a Ghanaian resident individual or company, royalties form part of the licensor's assessable income taxed at the applicable personal income tax rate (for individuals) or the corporate income tax rate of 25% (for companies under Act 896). Where the licensor is a non-resident entity, the licensee in Ghana must withhold tax at the rate of 15% on royalties paid to non-residents under Act 896 and remit it to the GRA within 15 days of the end of the month in which the royalty was paid. Ghana has entered Double Taxation Agreements (DTAs) with several countries including the United Kingdom, France, Germany, and South Africa — where a DTA applies, the withholding tax rate on royalties may be reduced. The licensee should confirm the applicable rate with the GRA or a tax adviser before making payments.
A Licensing Agreement and a Franchise Agreement are both IP-based commercial arrangements governed by the Contracts Act, 1960 (Act 25) in Ghana, but they differ in scope and structure. A Licensing Agreement grants the licensee the right to use specific intellectual property — a copyright, patent, or trademark — for a defined purpose, typically with limited ongoing obligations from the licensor. A Franchise Agreement is a more detailed arrangement in which the franchisor grants the franchisee the right to operate a complete business system under the franchisor's brand and trade name, including providing training, operational manuals, quality standards, and ongoing support. The Trade Marks Act, 2004 (Act 664) governs trademark use in both types of agreement, but franchise agreements typically also involve copyright licences for training materials, patent licences for proprietary processes, and trade secret licences. Foreign franchisors granting franchise rights to Ghanaian franchisees must register with the Ghana Investment Promotion Centre (GIPC) under Act 865 and comply with applicable foreign investment rules.
A licensor can terminate a Licensing Agreement before the agreed end date in Ghana if the agreement expressly provides for early termination on specified grounds, as interpreted by the High Court (Commercial Division) in Accra under the Contracts Act, 1960 (Act 25). Common contractual termination grounds include: non-payment or underpayment of royalties; material breach of use restrictions (such as use of the IP outside the licensed territory or for unlicensed purposes); insolvency or winding-up of the licensee under the Companies Act, 2019 (Act 992); or the licensee's challenge to the licensor's ownership of the licensed IP before the IPOG or the courts. Where the agreement does not include an express early termination clause, the licensor may only terminate for repudiatory breach or upon giving reasonable notice under the general law of contract. Wrongful early termination by the licensor exposes them to an action for damages or specific performance before the High Court. Parties should include a detailed termination provisions section specifying notice periods, cure periods for remediable breaches, and the post-termination obligations of each party.
Intellectual property disputes arising from a Licensing Agreement in Ghana are resolved primarily before the High Court (Commercial Division) in Accra, which has jurisdiction over IP matters under the Courts Act, 1993 (Act 459). The IPOG has administrative jurisdiction to record licences and hear administrative challenges to IP registrations, but civil enforcement of licence terms and claims for infringement are heard by the courts. Parties to a Licensing Agreement may agree to refer disputes to the Ghana Arbitration Centre (GAC) under the Alternative Dispute Resolution Act, 2010 (Act 798), which provides a confidential and potentially faster resolution mechanism for commercial IP disputes. International disputes involving ARIPO patents or Berne Convention copyrights may also be resolved under the WIPO Arbitration and Mediation Center's rules, which are available to Ghanaian parties. Provisional injunctions to prevent ongoing infringement pending the outcome of proceedings are available from the High Court under the Courts Act 1993 (Act 459) and are regularly granted in trademark and copyright infringement cases in Ghana.
Ghana protects foreign copyrights and trademarks through its membership of international IP conventions. For copyright, Ghana is a signatory to the Berne Convention for the Protection of Literary and Artistic Works (1886) — Ghanaian courts therefore protect the copyright works of nationals of all Berne member countries without any local registration requirement under the Copyright Act, 2005 (Act 690). For trademarks, Ghana is a member of the Paris Convention for the Protection of Industrial Property (1883), which provides national treatment for foreign trademark owners, and a member of ARIPO under the Harare Protocol (1984) — ARIPO trademark registrations have effect in Ghana without separate national registration. A foreign licensor granting rights under a Ghanaian Licensing Agreement may rely on their foreign registration or ARIPO registration as the basis for the licence, provided the licence is recorded with the IPOG as required by the Trade Marks Act, 2004 (Act 664) for trademark licences. Ghana's compliance with the TRIPS Agreement (1994) as a WTO member further reinforces the protection available to foreign IP rights holders licensing to Ghanaian parties.
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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