MARKET FAQ

Not necessarily — this is the easiest and most costly trap for a Taiwanese start-up in Singapore, and it depends on who created the work. For code written by an employee you have hired, in the course of employment, copyright generally belongs to the employer. But for work you commission from an outside studio or freelancer, the position is reversed, and it turns on when the commission was given. Singapore’s Copyright Act 2021 (in force 21 November 2021) is a comprehensive rewrite of the 1987 Act. For commissions given on or after that date, copyright in a commissioned work vests by default in the creator, not in you as the paying party. To obtain it, there must be an assignment in writing, signed by or on behalf of the assignor. Even if you have paid, in the absence of a written assignment copyright in principle remains with the other side. One point to note on attribution: the 2021 Act introduced a right to be identified for authors of certain works, but it does not apply to computer programs, and is subject to statutory exceptions and to any consent or written waiver — so it does not arise for an app’s source code, though it does for other deliverables such as documentation and designs. So "I paid, therefore it is mine" is a dangerous assumption in Singapore.

1. "Employee" and "contractor" follow two different rules in Singapore, and are easily confused. An employee’s work made in the course of employment vests in the company by default; but an outside studio or freelancer is not an employee, and for commissions given on or after 21 November 2021 copyright vests in them by default — treating a contractor as an employee is the most common misunderstanding. Because the law changed only on that date, old templates and old advice will mislead you: a template written before the 2021 Act came into force, or dated online information, may well give you the wrong answer. The new default rule applies only to commissions given on or after that date; commissions given before that date are governed by the repealed Copyright Act 1987, under which the commissioner owned copyright in certain types of commissioned works (such as photographs, portraits and sound recordings). The position for other kinds of work under the repealed Act is not addressed here. There has yet to be a reported case on issues arising out of the revised position on ownership of a commissioned work. 2. Disputes frequently arise over whether particular work was truly created "in the course of employment" (e.g., work done partly in personal time or on a side project), and an express clause avoids this grey area. A statutory exception applies to certain works of employed journalists. 3. The right to be identified, where it applies, remains with the author and is separate from ownership, and is subject to exceptions and to any consent or written waiver. It does not apply to computer programs, but it does apply to written documentation, UI/UX designs and marketing materials — so it does not cover the app’s code, but it does cover other deliverables.

1. First identify what each person actually is. Employees and outside contractors follow two different rules, and getting this wrong undoes everything else. An employee’s work made in the course of employment vests in the company by default, though it is advisable to state this in the contract too; contractors and freelancers must be dealt with by an assignment clause. For how status is assessed, see the Talent theme. 2. Check the date on which each commission was given. The new default rule applies to commissions given on or after 21 November 2021; commissions given before that date are governed by the repealed Copyright Act 1987. Establish the date before deciding whether a particular engagement needs further documents. 3. Every commissioning contract needs an express assignment of copyright in writing, signed by or on behalf of the assignor — do not rely on payment or an oral understanding. The assignment should cover reproduction, adaptation and sub-licensing, so that you can later modify, commercialise and license the work. 4. For work already commissioned and already paid for, go back to the contract. Look for an express assignment of copyright signed by or on behalf of the other side; if there is none, copyright has not yet passed to you. 5. For ongoing development, make sure the assignment clause expressly covers works not yet in existence at the time of signing, and require confirmatory assignments — a separate signed document at each delivery stage. The 2021 Act permits the assignment of future copyright (s 140). Where the developer engages sub-contractors, the developer must itself have acquired their work. 6. Use a standalone deed of assignment as well as, not instead of, a clause in the main services agreement. The standalone document creates a clean, self-contained record of title that is much easier to produce during investor due diligence or preparing for a listing. Keep a clear register of all IP created, assigned and licensed — this "IP register" is one of the first documents an investor’s counsel will request. 7. Attend to the right to be identified for non-software deliverables. It does not apply to computer programs, but it does apply to written documentation, UI/UX designs and marketing materials; where it applies, the author generally has a right to be identified in connection with specified public uses. If your use requires otherwise, obtain the author’s consent or a written waiver, rather than assuming a buy-out disposes of it. 8. Confirm ownership of works created in Taiwan separately, whether created by employees or under a commission. Ownership there is a matter of Taiwanese law; the rules set out here govern the Singapore side only. For the Taiwan-side position, see the Landing in Taiwan column.

Trade mark rights are territorial in nature, so in principle each country requires its own registration. However, as Singapore is party to what is commonly referred to as "the Madrid Protocol", it is possible to make one application in Singapore for trade marks to be registered in other Madrid Protocol signatory countries. Note that this does not circumvent the rule that a trade mark must be filed in each jurisdiction that you want protection in. It just means that you can file in many countries through a single application. You can rely on this process if you are a Singapore national, are domiciled in Singapore, or have a real and effective industrial or commercial establishment in Singapore. Under the Madrid Protocol, you would file a single "international application" based on a Singapore application (or registration) for the same mark, through IPOS as the Office of origin, which certifies and forwards it to WIPO, designating several Madrid members at once, in one language. The Madrid Protocol is administered by WIPO; Singapore is a member and Taiwan is not.

1. This is a concrete advantage available in Singapore but not in Taiwan. Taiwan is not a Madrid member, so a Taiwanese start-up in Taiwan can only register country by country; through a Singapore company, however, you can use Madrid to cover several countries at once — one of the real incentives to base your entity in Singapore. 2. Compare the Madrid and direct-filing routes case by case. The economics depend on the members designated, the classes, the individual fees, possible refusals and local-agent costs; there is no fixed "three-country" threshold. Managing several countries through one international application can be efficient, but assess it against direct filing for your particular target countries. 3. A practical illustration: we have seen Taiwanese start-ups successfully use Madrid through their Singapore entity to protect their brand across 5–8 ASEAN and East Asian markets in a single filing round, at a fraction of the cost of direct country-by-country filing. For a Taiwanese start-up: this is one of the few concrete tools available "because you are based in Singapore" — used well, it can substantially lower the cost and burden of regional brand protection, though each designated country still examines. 4. There are two limitations to note. You need a Singapore basic mark first; and if the basic application or registration ceases to have effect, wholly or partly, during the five-year dependency period, the international registration is correspondingly affected (central attack) — so it is not entirely without risk. 5. Do not underestimate the examination stage in each designated country — a Madrid designation is not automatic protection; each country examines the mark against its own grounds, and provisional refusals are common, particularly in countries with broad relative-grounds examination (e.g., Japan, South Korea). 6. Consider the Nice Classification carefully: Taiwanese start-ups often under-specify classes (missing related goods or services) or over-specify (inviting future revocation for non-use).

1. List the target countries and confirm which are Madrid members. Most major markets and most ASEAN countries are members, but not all; non-members must still be registered directly. Sort the target countries into "coverable by Madrid" and "requiring direct registration". 2. Conduct a pre-filing search to identify potentially conflicting marks before filing to avoid wasted filing fees and objections. While this can be done through the IPOS search facility (and WIPO's Global Brand Database for international marks), in our experience WIPO's database may not be up to date. As such, our recommendation is generally to conduct these searches on a country by country basis. 3. For technology companies, the most commonly relevant classes include Class 9 (software, apps), Class 35 (online retail services), Class 38 (telecommunications) and Class 42 (SaaS, IT services) — but the classification should be tailored to your actual and intended use. 4. With several target members, weigh Madrid against direct filing, and note that each designated country still examines. Filing one international application through IPOS designating several members can be efficient, but protection in each remains subject to that country's examination and possible refusal; also assess the central-attack risk and, where necessary, register the most important markets directly. 5. Consider filing directly in your most critical markets (e.g., your largest revenue market) in parallel with the Madrid route, so that a central attack on the Singapore basic mark does not leave your most important market exposed during the five-year dependency period. 6. Budget for local agent costs to respond to refusals. 7. The key lesson is to plan the Madrid application at the same time as the Singapore company incorporation and brand strategy — not as an afterthought — so that the Singapore basic mark is filed early enough to serve as the foundation. File a Singapore application (or hold a registration) for the same mark, then base the international application on it. A Madrid international application must be based on your Singapore application or registration and is filed through IPOS as the Office of origin; a pending Singapore application can suffice — you need not wait for registration — and this is also the foundation for subsequent multi-country protection. 8. Handle the Taiwanese-side brand rights separately. Taiwan trade marks must be registered in Taiwan and cannot use Madrid; the Taiwanese and Singapore sides are two systems, so do not assume one filing covers the world.

Registering a company name with ACRA (the Accounting and Corporate Regulatory Authority) only allows that "company name" to be used within the company-registration system; it does not give you exclusive trade mark rights in the "brand". To protect the brand and stop others from using similar signs, you must separately register a trade mark in Singapore. Singapore trade marks operate on a first-to-file basis, so if you delay registering, someone else (even your distributor or a competitor) may get in first. If it is registered by someone else first, it is in practice very difficult and expensive for you to recover your brand. It is in practice very much cheaper and significantly less hassle to simply register your brand as a trade mark first. The guidance below concerns marks that have not yet been registered by anyone else. Where a brand has already been registered by another party, this answer sets out only the test the courts apply and the evidential threshold; it does not cover the full procedure for recovering an existing registration.

1. It is not uncommon for a company whose brand has gained prominence in one country to find that someone has already registered their brand in other countries. It is important to file your mark as early as possible. It will be much more difficult to recover your mark if another entity registers your mark before you can. 2. Even without a Singapore registration, a mark that qualifies as "well-known" in the relevant sector of the public in Singapore may enjoy protection in Singapore. However, this may be challenging for startups to qualify under. 3. In Singapore, a mark in its entirety is compared against an infringing mark. In addition to registering early, it is important to consider what marks to register. 4. Practically speaking, the Valentino case is demonstrative on why it is important to register your mark early. If you do not register early and have to fight a squatter in court, it will not only cost much more, but the threshold to prove bad faith is also very high. For Taiwanese start-ups, the practical lesson is that even a strong brand needs to be registered early, because the legal test for opposition is structured and evidence-intensive.

1. The six steps below apply where no one else has yet registered the brand. Do not treat an ACRA company name as brand protection; once the brand is settled, register a trade mark with IPOS. A company-name registration gives you no exclusive trade mark rights; registering the main brand and logo with IPOS by the relevant class of goods or services is the real protection, and the earlier the better (first-to-file). 2. Instruct an agent to monitor the Trade Marks Journal, potentially even before you enter Singapore. A party may have come to know of your name in Taiwan and try to register it in Singapore pre-emptively. 3. Register for the goods and services for which the mark is used or for which you have a bona fide intention to use it. Trade mark protection is by class of goods or services; cover what you use and genuinely intend to use, bearing in mind the risk of revocation for non-use — rather than over-claiming classes speculatively. 4. If you have a composite mark, it may be important to register the individual elements separately for maximum protection. 5. If your name is known in both English and Chinese, consider filing separate marks to cover each. 6. This is why it is important to register your marks early, potentially even before you enter a market. This is especially important if you find that a large number of your customers come from specific countries.

1. Valentino Globe BV v Pacific Rim Industries Inc [2010] SGCA 14. The Singapore Court of Appeal in this case established the combined subjective-and-objective test for "bad faith" registration (s 7(6) of the Trade Marks Act), and made clear that a brand owner can oppose another's application on the ground of bad faith even without having registered its own mark in Singapore. The appeal nonetheless failed because bad faith was not distinctly proved; the Court also rejected the appellant's attempt to claim a monopoly over the common name "Valentino" — showing that the threshold for bad faith is high. 2. Staywell Hospitality Group Pty Ltd v Starwood Hotels & Resorts Worldwide, Inc [2014] 1 SLR 911. In addition to Valentino, the Court of Appeal's decision in Staywell is the leading authority on the step-by-step approach to assessing likelihood of confusion between competing marks — a framework that would apply in any opposition or infringement dispute. The case establishes that marks-similarity, goods/services-similarity and likelihood of confusion are assessed systematically, and that a mark being well-known is a relevant factor but not a trump card.

Singapore has a copyright exception that may assist, but it does not mean that any content you can find online may be used to train an artificial intelligence (AI) model. The 2021 Act added an exception for using works for computational data analysis (which includes text and data mining). This exception arguably applies where the AI has "lawful access" to the source material and the statutory conditions are met, including requirements as to the purpose and use of the copy, its supply to others, and the status of the source copy. There are also conditions on the purpose and use of the copy, its supply to others and the source copy, so lawful access alone does not guarantee the exception applies. The conditions in s 244 of the Copyright Act include that the copy is made for the purpose of computational data analysis, the copy is not supplied to others (subject to limited exceptions for research collaboration), and the source material from which the copy is made is not an infringing copy. Notably, the provision contains no express non-commercial-use limitation.

1. Singapore has a "computational data analysis exception" that Taiwan does not. A computational data analysis exception arguably gives more leeway to an AI startup than having to rely on fair use (as one would have to in Taiwan). 2. The exception requires "lawful access" to the source material; breaching applicable database terms of use will likely mean you do not have lawful access. The "lawful access" requirement in s 244 is untested in the Singapore courts, and its interaction with contractual restrictions (e.g., website terms of service that prohibit scraping) is an open question — until there is judicial guidance, the conservative approach is to treat a contractual prohibition on scraping as potentially negating "lawful access". 3. The computational data analysis exception should not be seen as an unlimited right to train AI. In particular, the exception was not drafted with the intention of being relied upon for the training of AI. Indeed, its application to the training of AI has not yet been tested in Court. Steps should be taken to ensure that any training of AI in Singapore reliant on the exception follows the conditions of the exception as much as possible. 4. Note that the CDA exception is specific to Singapore copyright law; if the scraped material is protected by copyright in another jurisdiction and the training or copying has a connection with that jurisdiction, that jurisdiction's law (which may not have an equivalent exception) could still apply. For a Taiwanese start-up doing AI: this exception is a real point in Singapore's favour, but whether it applies depends on the acts of copying and the applicable law — locating the company or R&D team in Singapore does not by itself resolve the risks, and it is separate from output infringement. 5. The CDA exception addresses copyright only; if the scraped data includes personal data, obligations under the Personal Data Protection Act 2012 (PDPA) must be considered separately. Personal data protection obligations under the PDPA are a separate and parallel concern — scraping personal data (e.g., names, email addresses, images of individuals) engages the PDPA's consent and purpose limitation requirements regardless of whether the CDA exception applies to the copyright analysis. 6. The exception addresses "training", not "the output". The CDA exception makes training safer, but who owns your AI output, and whether it infringes by reproducing a substantial part of a protected work as a result of copying, is a separate question.

1. Implement an internal data governance framework that classifies training data by provenance and risk level before ingestion. Classify your training data by whether you have lawful access; do not assume you can use whatever you can scrape. Sort data into owned, licensed, publicly and lawfully accessible, and unknown-provenance; the CDA exception mostly protects only data to which you have lawful access, so deal first with data of unknown provenance, which carries the highest risk. 2. Do not circumvent paywalls or breach a website's terms of use to scrape data. Such conduct may take you outside the exception and into infringement; before scraping third-party website data, confirm whether the terms permit it. 3. Where datasets are obtained under licence, review the licence terms for restrictions on use in AI training (many standard content licences were drafted before AI training was contemplated and may not clearly permit it). 4. Keep evidence of "lawful access" and of meeting the other conditions. The key condition is lawful access to the source; keep records of how you obtained data by licence, subscription or public source, and of the purpose and handling of the copy, so that any reliance on the exception holds up. 5. Maintain a clear audit trail of the source, licence terms and access conditions for each dataset — this is not only a copyright compliance measure but will be expected by investors and regulators. 6. Keep "training" and "output" separate. The CDA exception concerns the training stage; whether your AI output can be asserted as your right and whether it infringes is a separate question — do not conflate them.

There is no reported Singapore case directly on the CDA exception as at the date of this response. The following sets out only the published rulings in the two cases that are relevant to this question; it does not mean that the proceedings have concluded. 1. The New York Times against OpenAI and Microsoft In December 2023, The New York Times sued OpenAI and Microsoft in New York, alleging that the companies had used its articles without authorisation to train AI and that some AI responses reproduced the articles or closely resembled them. The dispute concerns both the use of articles in training and the content delivered to users. In April 2025, the court allowed some infringement claims to proceed, in the ruling published in that case; it did not find that the defendants had infringed. 2. Getty Images against Stability AI Getty Images sued Stability AI in the UK, alleging that it had scraped images from Getty Images' website without consent to train the image generation model Stable Diffusion. During the proceedings, Getty Images accepted that it had no evidence that the training took place in the UK, and withdrew its copyright claim concerning the training. In November 2025, the UK High Court, in its first-instance judgment, rejected Getty Images' claim that the model itself was an infringing copy, but found limited trade mark infringement involving images generated by some older models bearing Getty Images or iStock marks. Because the claim concerning training had been withdrawn, the judgment did not decide whether using images without authorisation to train AI infringes copyright. Internationally, the ongoing litigation in the US (e.g., The New York Times Co v Microsoft Corp (OpenAI), filed December 2023, SDNY) and the UK (e.g., Getty Images (US), Inc v Stability AI Ltd [2023] EWHC 3090 (Ch)) illustrates the types of claims AI companies face when training on third-party content — these are instructive for Singapore-based AI start-ups even though the statutory frameworks differ, as they highlight the importance of provenance, licensing and output monitoring.

This is a developing grey area that cannot be taken for granted, and two questions must be kept apart. First, "does copyright subsist and, if so, is it yours": under Singapore law, copyright in an authorial work requires identifiable human authorship, and how that requirement applies to output that is AI-assisted or autonomously generated, without substantial human authorship, remains unsettled — so you may have no copyright capable of being owned, licensed or enforced in that output at all. Second, "can you safely warrant non-infringement to customers": AI output may infringe if it reproduces a substantial part of a protected work as a result of copying (similarity alone is not enough), a risk you may not control. So for a Taiwanese start-up with an AI product, be pragmatic: first, do not assume the output is naturally yours or naturally licensable; second, be cautious with a non-infringement warranty to customers, and do not take on risks you cannot control.

1. The rights in AI output are a frontier question still developing worldwide; do not take it for granted. Under Singapore law, copyright requires a human author; whether output generated purely by AI, lacking substantial human creation, can be protected is unsettled — do not assume your output carries a "licensable copyright". It is important to note that the Copyright Act 2021 does not expressly address AI-generated works. The more human involvement there is in the creative process — selecting, arranging, editing the AI output — the stronger the case for copyright subsistence. 2. "Whether it is yours" and "whether it infringes" are two different risks. The former concerns whether you can assert or license it; the latter concerns whether you may be sued — attend to both, not just one. 3. A non-infringement warranty to customers is a hidden trap. AI output may infringe if it reproduces a substantial part of a protected work as a result of copying; if you give customers a broad "warranty of non-infringement", you take on a risk you cannot control.

1. As a practical matter, structure your workflow so that a human makes material creative choices in directing, curating and refining the AI output, and document those choices — this gives you the best available argument for copyright protection in the output. 2. Do not assume the AI output is naturally yours; capture what you can by contract. Whether or not the output is ultimately protectable, first provide in your contracts with employees and contractors that the creator assigns to the company, to the extent legally capable of assignment, all IP rights in the relevant outputs, including future copyright where applicable, and keep a record of human authorship, so that any later claim has some basis. 3. For products heavily dependent on AI, first carry out a legal-risk review. Look at training-data provenance (see Q4 of this column), rights in the output and warranties to customers together, map the risk points, and then decide how to license and warrant externally. 4. Word your warranties to customers with care; do not take on everything. A "non-infringement warranty" should be scoped (for example, limited to what you control, with a liability cap, and excluding risks inherent in AI generation); this engages contractual liability, so think it through before signing. In customer-facing contracts, consider using "IP indemnity" clauses rather than "warranty of non-infringement" — an indemnity shifts the economic risk and can be capped and carved out more precisely than a warranty. Ensure that any indemnity or warranty is subject to the customer's obligation to notify promptly and allow you to control the defence of any claim. 5. For B2B SaaS products that generate content using AI, consider including a contractual disclaimer that the AI-generated output may not be protectable by copyright and that the customer assumes the risk of using it.

No Singapore court has yet ruled on copyright in AI-generated output. The requirement for a human author is derived from the general principle that copyright subsists in "original" works, which Singapore courts have interpreted by reference to human intellectual effort (see Global Yellow Pages Ltd v Promedia Directories Pte Ltd [2017] 2 SLR 185, SGCA, on the creativity standard). Internationally, the US Copyright Office's decisions on AI-generated works (e.g., the "Zarya of the Dawn" registration, February 2023, and the "Theatre D'opera Spatial" refusal) and the UK Supreme Court's decision in Thaler v Comptroller-General of Patents [2023] UKSC 49 (on AI inventorship for patents, by analogy) provide useful reference points. The consistent emerging theme is that copyright or patent protection requires identifiable human creative contribution — pure machine output, without human direction or curation, is unlikely to be protectable.

You may be able to, and a 2020 Court of Appeal decision reformulated the test in a way helpful to you as the owner of the confidential information. Trade secrets need no registration in Singapore; they are protected by the common-law action for "breach of confidence". Subsequent cases since iAdmin have clarified that the reformulated test generally only applies to "unlawful taker" cases where there has been wilful taking of confidential information by ex-employees.

1. Protection rests on "the fact of confidentiality", not on registration. Trade secrets have no registration system; whether they merit protection turns on whether you genuinely manage them as secret — without management, the law will struggle to treat them as confidential. But all of this has one premise: that you genuinely treat and manage the information as confidential day to day (classification, access restriction, marking as confidential, signing NDAs). If you leave it lying around with no restrictions, you may struggle even to show the information had the necessary quality of confidence, and the court cannot help you. 2. The elements are that the information had the necessary quality of confidence and was imparted in circumstances importing an obligation of confidence (for example, having signed an NDA, or through an employment or business relationship). 3. Singapore reformulated the test in 2020 in the owner's favour for certain types of breach of confidentiality. The facts will need to be carefully analysed to determine which test applies. 4. For cross-border teams, ensure that NDAs and employment contracts are governed by Singapore law if the confidential information is managed and disclosed in Singapore; otherwise, enforcement may require litigating under a foreign law.

1. Where urgency demands it, the court can grant an interim injunction to restrain misuse of confidential information — but you must act quickly, because delay undermines the case for urgency. 2. When an employee or partner departs, conduct an exit procedure that includes: (i) a reminder of confidentiality obligations, (ii) return of all company materials and devices, (iii) confirmation that no copies have been retained, and (iv) a written acknowledgment of ongoing obligations. This creates a contemporaneous record that strengthens your position if a claim later becomes necessary. 3. Before handing it over, put your own confidentiality management in place. Classify it, give it only to those who need it, and mark documents "confidential" — these measures are themselves evidence for any later claim; the fact of confidentiality must exist first, so that an NDA and litigation can hold up. For technology companies, consider also technical measures: access logs, DLP (data loss prevention) tools, and remote-wipe capability for company devices — the courts look at whether you took "reasonable steps" to maintain confidentiality, and technical measures are part of that picture. 4. Before partners, employees or contractors access confidential information, always sign an NDA that sets out the scope clearly. Make clear "what is confidential, what it may be used for, what it may not, and how it is dealt with and returned on termination of the employment or business relationship". 5. Do not casually put confidential information into external tools of unknown provenance. Pasting it into external online tools with unclear terms may undermine evidence that reasonable confidentiality measures were maintained, and may breach contractual duties, depending on the tool's terms, security arrangements and the surrounding circumstances; confirm the tool gives a strict confidentiality undertaking before use. 6. In addition to breach of confidence, consider complementary protections: restraint-of-trade and non-compete clauses in employment and partnership agreements, and contractual restrictions on the use and return of company property and information.

1. I-Admin (Singapore) Pte Ltd v Hong Ying Ting [2020] SGCA 32. The Singapore Court of Appeal in this case reformulated the elements of "breach of confidence": once the claimant shows the information had the necessary quality of confidence and was imparted in circumstances importing an obligation of confidence, a breach is presumed, and the defendant bears the burden of showing that its conscience was unaffected by the unauthorised acquisition, use or disclosure — easing the owner's burden. 2. In the subsequent case of Uday Mehra v L Capital Asia Advisors [2022] SGHC 23, the Court reconciled the position on breach of confidential information. It made clear that the iAdmin test applies to cases of wrongful loss interest (taker), and a stricter test applies to cases of wrongful gain interest (receiver). 3. Singapore courts assess the enforceability of non-compete clauses by reference to reasonableness in duration, geographical scope and scope of restricted activities (see Smile Inc Dental Surgeons Pte Ltd v Lui Andrew Stewart [2012] 4 SLR 308, SGCA).

The instinct most in need of changing is this: in Singapore the scope of a licence should be defined expressly — the courts interpret the agreement objectively and in context, and although a term may in appropriate circumstances be implied or affected by statute, you should not rely on the court to supply what you left out (the same underlying logic as the Contract theme, T1). So a licence should pin down several things: first, exclusive or non-exclusive — an "exclusive licence" grants exclusivity within its defined scope and generally excludes even you, the owner, from exercising the licensed rights within that scope, but it does not transfer ownership or all the rights; a non-exclusive licence allows you to retain flexibility and to license others; second, scope — territory, term, permitted uses, and whether the other side may sub-license, all set out item by item; third, group arrangements — grant a group affiliate the required licence rights expressly and, where appropriate, provide that it may enforce the relevant term under the Contracts (Rights of Third Parties) Act 2001; fourth, how royalties are calculated, whether cross-border payments attract withholding tax, and how tax is computed, which materially affect what you receive (this crosses into tax — see T6). Note that an exclusive licence of copyright has its own writing and signature requirements; those requirements are not set out in this answer.

1. Define the scope expressly — do not rely on the court to fill gaps. Territory, term, uses and sub-licensing should all be set out; the courts interpret objectively and in context, and although a term may sometimes be implied, you should not count on the court to supply what you left out — precision of scope is what Taiwanese instincts most often miss. In practice, the most common licensing disputes we see involve ambiguity in the scope clause — for example, whether a licence to use software "in Singapore" permits use by the licensee's employees working remotely from other countries, or whether a licence to "distribute" includes distribution through online platforms. The lesson for Taiwanese start-ups is to define every material term with specificity — territory, channel, mode of use, sub-licensing — and not to assume that the other side shares your understanding of what the licence covers. 2. Exclusive vs non-exclusive determines what you keep. An exclusive licence may prevent even you from exercising the licensed rights and may restrict further licensing within its scope; choosing wrongly gives away your future ability to monetise. 3. For technology licences, pay particular attention to the definition of "licensed IP" — it should cover all relevant IP rights (copyright, patents, trade marks, trade secrets) and not just one category, as the technology may be protected by multiple overlapping rights. 4. To let a group affiliate use it too, grant it the licence rights expressly and, where appropriate, provide for third-party enforcement. 5. Include clear audit rights to verify royalty calculations and usage compliance — this is standard in international IP licences and often omitted by start-ups.

1. First decide exclusive or non-exclusive, and think through "whether you still want to use it yourself, and to license others". If you may still want to operate it yourself or license others in future, use a non-exclusive licence in most cases, or reserve a right of self-use within an exclusive one, rather than giving away your future monetisation at a stroke. 2. Write the licence scope precisely: territory, term, uses, and whether it may be sub-licensed. Note that an exclusive licence of copyright has its own writing and signature requirements. 3. Singapore's Contracts (Rights of Third Parties) Act 2001 governs a third party's enforcement of a contract term, not an automatic grant of IP use rights, so draft the direct grant of licence rights and the third-party enforcement separately; to avoid claims by unrelated third parties, exclude the Act expressly. 4. Design royalties and cross-border withholding together with tax. How they are calculated, whether withholding applies, and how tax is computed materially affect what you receive; design them together with a tax expert (see T6), rather than discussing money in the contract but omitting the tax. 5. The courts will not simply supply what you left out; pin down each item, to avoid the other side using it beyond scope, and set out clear termination, expiry or reversion provisions so you can bring the rights back within your control. Address what happens on termination: the licensee's obligation to cease use, return or destroy materials, and the transition period (if any) should be spelt out — this is especially important for software and SaaS licences where the licensee may have built integrations dependent on the licensed technology. 6. Include a governing law and dispute resolution clause — for cross-border IP licensing in the region, Singapore law and Singapore arbitration (SIAC) are commonly chosen and well-regarded.

To draw the threads together, the costliest mistakes Taiwanese start-ups make on IP in Singapore nearly all come from two instincts: "if I have it in Taiwan, I have it in Singapore" and "what I paid to make is mine". The five most common: first, IP and operations sitting in different group entities without documenting ownership, intercompany licensing and transfer pricing — holding IP in the Taiwan parent can be perfectly legitimate, but leaving the rights chain, intercompany licence, pricing and scope of use undocumented causes problems later in licensing and fundraising due diligence. Second, no written, signed assignment for commissioned development — for commissions given on or after 21 November 2021 a commissioned work vests in the creator, so you paid but did not get the rights. Third, assuming that registering a company name (with ACRA) equates to brand protection — and being squatted for want of a trade mark registration. Fourth, doing AI but not attending to lawful access to training data and the position on output. Fifth, giving out technology and lists but not managing them as confidential yourself, and being unable to sue when trouble comes. Each looks small alone; together they amount to "finding, when you come to monetise or fundraise, that the rights you should have are not in your hands".

1. The common root is two misconceptions: "territoriality" and "paying ≠ owning". Taiwanese rights do not automatically cross into Singapore, and commissioned work is not automatically yours — these two instincts generate most of the traps. 2. These are the most common traps and the easiest to remedy; register the main brand first, add a signed assignment to commissioning contracts, and clarify which IP sits in which company and on what intercompany terms, so that monetisation later is not held up. 3. From our experience advising Taiwanese start-ups entering Singapore, we would add a sixth common mistake: failing to conduct an IP audit at the point of Singapore incorporation. Many start-ups set up the Singapore entity and begin operating without systematically mapping which IP sits where in the group, on what legal basis, and under what intercompany arrangements. 4. These traps appear interwoven across the questions above (Copyright Act 2021, trade marks and ACRA, AI, trade secrets). 5. The traps surface only when you "come to monetise or fundraise". All is calm day to day; only when you come to license overseas, fundraise or face IPO due diligence do you find the rights are not in your hands, or the brand has been squatted — and remedying it then is most costly. 6. The traps described above are not theoretical — they arise regularly in our practice. A common scenario: a Taiwanese start-up raises a Series A from a Singapore-based VC fund, and the investor's counsel discovers during due diligence that (i) the core software was developed by an external contractor in Taiwan with no written assignment, (ii) the brand is registered as a company name but not as a trade mark, and (iii) there is no intercompany licence between the Taiwan parent and the Singapore subsidiary. The funding round is delayed by months while remedial assignments, trade mark filings and intercompany agreements are put in place — at significant legal cost and with reduced bargaining power. The lesson: attend to these matters at the start, not when the investor is already at the table.

1. Early in the market-entry process, get three things done: register the trade mark, take a written assignment signed by or on behalf of the assignor for commissioned work, and document IP ownership and intercompany arrangements. 2. This "IP audit" — ideally done with legal and tax advisers at the incorporation stage — is the single most effective preventive measure, because it forces the founder to confront all five traps identified above before they become costly. Build an IP checklist into your market-entry process. 3. At incorporation: (1) file trade mark applications (Singapore + Madrid if applicable); (2) ensure all existing IP is documented as to ownership and any intercompany licence; (3) template all new commissioning and employment contracts with proper assignment and moral rights waiver clauses. 4. Self-check against the most common traps one by one. List Q1 (commissioned assignment), Q3 (trade mark and ACRA), Q4/Q5 (AI), Q7 (trade secrets) and "IP disconnected from operations", and check each item during the market-entry process. 5. At first funding round, conduct a mini IP audit to confirm all rights are in the right entity with clean title — investors will ask, and the cost of remediation at that stage is a fraction of what it costs later. 6. Check the conditions before relying on the tools available through Singapore but not through Taiwan. For several countries, first confirm you qualify to file through Madrid from Singapore; for AI, check whether the conditions of the CDA exception are met; and for the tax incentives for holding IP in Singapore (with substance), ask a tax adviser rather than assuming that incorporating in Singapore is enough.

A common scenario: a Taiwanese start-up raises a Series A from a Singapore-based VC fund, and the investor’s counsel discovers during due diligence that (i) the core software was developed by an external contractor in Taiwan with no written assignment, (ii) the brand is registered as a company name but not as a trade mark, and (iii) there is no intercompany licence between the Taiwan parent and the Singapore subsidiary. The funding round is delayed by months while remedial assignments, trade mark filings and intercompany agreements are put in place — at significant legal cost and with reduced bargaining power. The lesson: attend to these matters at the start, not when the investor is already at the table.