Design Licence Agreement — Quebec (Copyright Act + Industrial Design Act)
Contrat de licence de design — Copyright Act RSC 1985 + Industrial Design Act RSC 1985
DESIGN LICENCE AGREEMENT
Contrat de licence de design — Copyright Act (RSC 1985, c. C-42) + Industrial Design Act (RSC 1985, c. I-9)
This Design Licence Agreement is entered into as of [Licence Date], between:
LICENSOR: [Licensor Name], [Licensor Address]
LICENSEE: [Licensee Name], [Licensee Address]
1. DESIGN BEING LICENSED
Type: [Design Type]
Description: [Design Description]
Registration numbers: [Registration Numbers]
The Licensor retains full ownership of the licensed design. This Agreement grants a licence to use — not an assignment of ownership. The Licensee acquires no ownership rights in the design.
2. LICENCE SCOPE
Exclusivity: [Exclusivity]
Territory: [Territory]
Permitted field of use: [Field of Use]
3. ROYALTIES AND PAYMENT
Royalty structure: [Royalty Structure]
Amount / rate: [Royalty Amount]
Minimum annual guarantee: [Minimum Guarantee]
GST/QST: Royalties are subject to GST (5%) and QST (9.975%) where applicable. The Licensor is responsible for collecting and remitting applicable taxes if a GST/QST registrant.
4. QUALITY CONTROL AND COMPLIANCE
Quality control: [Quality Control]
French language compliance: [French Language]
Term: [Term Duration]. Either party may terminate for material breach unremedied within 30 days of written notice.
5. GENERAL PROVISIONS
This Agreement is governed by the laws of Quebec and the applicable federal laws of Canada including the Copyright Act and the Industrial Design Act. Moral rights of the designer are waived to the extent necessary for the licensed uses. The Licensee shall not challenge the Licensor's ownership of the design during the term of this licence.
Licensor (Design Owner)
________________
Signature
Licensee
________________
Signature
What Is a Design Licence Agreement — Quebec (Copyright Act + Industrial Design Act)?
A Design Licence Agreement (Copyright Act + Industrial Design Act) is a formal legal document used in Quebec for business operations, corporate governance, and commercial transactions. Create a Quebec Design Licence Agreement (Contrat de licence de design) for graphic, industrial, or creative designs under the Copyright Act (RSC 1985, c C-42) and the Industrial Design Act (RSC 1985, c I-9). Covers design identification, licence scope, territory, royalties, quality standards, exclusivity, moral rights waiver, and term. Download as PDF or Word. This document operates within Quebec's civil law (Civil Code of Quebec) framework and is designed to provide clear legal protection and certainty for all parties involved. These laws establish the legal requirements for valid agreements, the rights and obligations of the parties, and the remedies available in case of breach or dispute. Understanding the applicable legal framework is essential for drafting an effective Design Licence Agreement (Copyright Act + Industrial Design Act) that will be enforceable under Quebec law. The importance of having a properly drafted Design Licence Agreement (Copyright Act + Industrial Design Act) cannot be overstated. Without a clear, written agreement, parties risk misunderstandings, disputes, and potential legal liability. A well-drafted Design Licence Agreement (Copyright Act + Industrial Design Act) sets out the terms and conditions that govern the relationship between the parties, including their respective rights, obligations, and the procedures for resolving any disagreements that may arise. It serves as the primary reference point should any questions or disputes occur during the course of the arrangement. In today's regulatory environment in Quebec, compliance with legal requirements is increasingly important. A Design Licence Agreement (Copyright Act + Industrial Design Act) helps confirm that all parties are meeting their legal obligations and provides a clear record of the agreed terms for future reference. Using a standardized Design Licence Agreement (Copyright Act + Industrial Design Act) template offers several practical advantages. It confirms that all essential clauses are included, reduces the time and cost of drafting from scratch, and provides a professional framework that can be customized to suit specific needs. Whether you are an individual, a small business owner, or a large corporation operating in Quebec, having access to a well-structured template confirms consistency and completeness in your legal documentation.
When Do You Need a Design Licence Agreement — Quebec (Copyright Act + Industrial Design Act)?
A Design Licence Agreement (Copyright Act + Industrial Design Act) is needed whenever parties in Quebec wish to formalize their arrangement regarding business operations, corporate governance, and commercial transactions. There are numerous situations in which this document becomes essential for protecting the interests of all involved parties. In a business context, you may need a Design Licence Agreement (Copyright Act + Industrial Design Act) when entering into new commercial relationships, when formalizing existing arrangements that have previously been informal, when expanding your business operations, or when restructuring existing agreements. Companies registered with REQ should confirm proper documentation is maintained for all significant business transactions. You should also consider using a Design Licence Agreement (Copyright Act + Industrial Design Act) when there has been a change in circumstances that affects an existing arrangement, when you need to comply with new regulatory requirements, when you wish to update outdated documentation, or when professional advisors recommend formalizing certain aspects of your affairs. In Quebec, maintaining current and accurate legal documentation is considered best practice and can help prevent costly disputes. It is generally advisable to prepare a Design Licence Agreement (Copyright Act + Industrial Design Act) before any issues arise, rather than trying to document terms after a dispute has already begun. Proactive documentation provides clarity and reduces the potential for misunderstandings. If you are unsure whether you need this document for your specific situation in Quebec, consulting with a qualified legal professional can provide guidance tailored to your circumstances. The timing of executing a Design Licence Agreement (Copyright Act + Industrial Design Act) is also important. In Quebec, certain documents must be executed before specific actions are taken or within prescribed time periods to be effective. Delaying the preparation of necessary legal documents can result in complications, lost rights, or additional costs. Therefore, it is recommended to prepare this document as early as possible once the need has been identified.
What to Include in Your Design Licence Agreement — Quebec (Copyright Act + Industrial Design Act)
A well-drafted Design Licence Agreement (Copyright Act + Industrial Design Act) for use in Quebec should contain several essential elements to confirm it is legally effective and provides adequate protection for all parties. Party Identification: The document should clearly identify all parties involved, including their full legal names, addresses, and relevant identification numbers. For individuals in Quebec, this may include identity card or passport numbers. For companies, registration numbers and registered addresses should be specified. Clear identification prevents disputes about who is bound by the agreement. Recitals and Background: The document should include background information explaining the context and purpose of the arrangement. This helps establish the parties' intentions and can be important in interpreting the terms of the document if any ambiguity arises later. The recitals section provides valuable context for the operative provisions that follow. Operative Terms: The core terms and conditions should be set out clearly and thoroughly. This includes the rights and obligations of each party, any conditions or prerequisites, the duration of the arrangement, and any limitations or restrictions. All key terms should be defined precisely to avoid ambiguity and potential disputes. Payment and Financial Terms: Where applicable, the document should specify any payments, fees, deposits, or other financial considerations. The amounts, currency (CAD), payment schedules, and methods of payment should be clearly stated. Any provisions for late payment, interest charges, or adjustments should also be included. Term and Termination: The document should specify its duration, including the start date, end date or conditions for expiry, and any provisions for renewal or extension. The circumstances under which either party may terminate the arrangement early should be clearly defined, along with any notice requirements and the consequences of termination. Dispute Resolution: The document should include provisions for resolving any disputes that may arise, such as negotiation, mediation, arbitration, or litigation. In Quebec, parties may choose to specify the jurisdiction of Quebec courts and the applicable law. Including a clear dispute resolution mechanism can save significant time and expense if disagreements occur. Governing Law and Jurisdiction: The document should specify that it is governed by the laws of Quebec and that disputes shall be subject to the jurisdiction of Quebec courts. This is particularly important in cross-border transactions or where parties are based in different jurisdictions. Signatures and Execution: The document must be properly signed by all parties or their authorised representatives. In Quebec, certain documents may need to be witnessed, notarised, or executed as deeds to be legally effective. The date of execution should be clearly recorded, and each party should retain an original signed copy for their records.
Sources & Citations
Statutory citations link to official government sources.
- RSC 1985, c C-42CA official
- RSC 1985, c I-9CA official
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Design Licence Agreement — Quebec (Copyright Act + Industrial Design Act) (Quebec) [Legal document template]. Forms Legal. https://forms-legal.com/quebec/business/intellectual-property/design-licence-agreement-quebec
"Design Licence Agreement — Quebec (Copyright Act + Industrial Design Act) (Quebec)." Forms Legal, 2026, https://forms-legal.com/quebec/business/intellectual-property/design-licence-agreement-quebec.
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year = {2026},
howpublished = {\url{https://forms-legal.com/quebec/business/intellectual-property/design-licence-agreement-quebec}},
note = {Free legal document template. Based on Civil Code of Québec (CCQ), Book Five: Obligations}
}Frequently Asked Questions
In Quebec, two main categories of design rights can be licensed. Graphic and artistic designs (logos, illustrations, photographs, website designs, packaging designs, typographic works) are protected as original artistic works under the Copyright Act for the life of the author plus 70 years, and are licensable under Copyright Act s. 13(4). Industrial designs (the visual features of shape, configuration, pattern, or ornamentation applied to a finished article) are protected under the Industrial Design Act for up to 10 years from registration with CIPO (5-year initial term + 5-year renewal). Both types of design rights can be licensed exclusively or non-exclusively for defined territories, fields of use, and terms. Unregistered industrial designs with original visual features may also be protected as copyrighted artistic works if the copyright protection threshold is met.
Design licence agreements in Quebec use several royalty structures depending on the industry and the nature of use. For graphic design licences in advertising and marketing, licences are often structured as flat fees covering a specified use, media channel (print, digital, broadcast), and duration (e.g., a one-year licence for use in Canadian print advertising campaigns). For product design licences in manufacturing, running royalties as a percentage of net sales (typically 2-8% for industrial designs, higher for distinctive brand designs) are standard. For software and app UI design licences, SaaS pricing models often include a per-user or per-installation fee. The agreement should clearly specify whether the royalty applies to gross sales, net sales, or profit, and how the licensee must report and audit sales to the licensor.
The Charter of the French Language (RLRQ, c. C-11) has important implications for design licences in Quebec. Under the Charter, all public signs, posters, and commercial advertising in Quebec must be in French (or French must be markedly predominant). A design licence in Quebec for use in consumer-facing materials must therefore accommodate the licensee's obligation to adapt the licensed design for the French-language market where required by the Charter. The licence agreement should address: (a) whether the licensee has the right to translate or adapt text elements of the licensed design; (b) who owns the copyright in translated or adapted versions; and (c) whether adaptations must be approved by the licensor. Designers licensing their work for use in Quebec must also be paid for any required French-language adaptations.
A design licence allows the licensee to use the design within defined parameters (territory, media, duration, field of use) while the licensor retains ownership. A design assignment permanently transfers ownership of all rights in the design from the assignor to the assignee. For a one-time project (a logo for a specific campaign), a licence covering that project's uses is appropriate. For a brand identity design that a company intends to use indefinitely as its corporate identity, an outright assignment is more appropriate so the company fully owns its brand. Many designers in Quebec prefer to license rather than assign their designs, particularly for recurring use (patterns, illustrations for product lines) where the licence provides ongoing royalty income. Clients in business transactions typically prefer assignments for business-critical designs to ensure they fully own the IP regardless of the designer's future status.
A Design Licence Agreement — Quebec (Copyright Act + Industrial Design Act) does not legally require a lawyer in Quebec, and individuals and businesses may draft and execute the document independently. However, seeking independent legal advice from a qualified Quebec lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Superior Court of Québec has jurisdiction over disputes arising from this type of document, and Registraire des entreprises du Québec may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
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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