TRW & Co · Intellectual property
IP Licensing and Assignment in the UAE
IP licensing UAE transactions depend on formalities. Trademark licences must be written and notarised, trademark assignments bind third parties only once recorded and published, patent licences take effect against third parties from publication, and copyright transfers must specify the right, purpose, duration and place. This guide explains each regime, how recordal works and the terms that matter most.
Key pointUnder the industrial property law, a patent or design licence that is silent on scope is non-exclusive but covers the whole UAE, all fields and all means for the full term. Licensors who want a narrower grant must spell it out.
At a glance
Notarised trademark licences
The trademarks law requires a licence to be written and duly notarised; recording it in the register is optional and available on request of either party.
Assignments need recordal
A trademark transfer, pledge or attachment has effect against third parties only after it is recorded in the register and announced to the public.
Patent licences published
Contractual licences of patents and designs are recorded with the Ministry and bind third parties only from publication in the Industrial Property Bulletin.
Copyright transfers in writing
Transfers and licences of economic rights must be written and specify the right, purpose, duration and place; the author keeps rights not expressly assigned.
Competition review possible
The Ministry may refuse to record a patent or design licence that misuses an industrial property right or harms competition in the UAE.
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IP licensing UAE deals turn on formalities more than on drafting flair. A trademark licence must be in writing and notarised, a trademark assignment binds third parties only once it is recorded and published, and a patent licence takes effect against third parties only from its publication in the Industrial Property Bulletin. Get those steps wrong and a well-negotiated contract can leave the licensee, the buyer or the investor exposed.
This guide explains how licensing and assignment work for trademarks, patents, copyright and know-how in the UAE, how recordal with the Ministry of Economy and Tourism fits in, and the terms that most often cause disputes. For the wider commercial picture, see our practice page on IP licensing in the UAE.
IP licensing UAE: the short answer
A licence lets someone use your intellectual property while you keep ownership. An assignment transfers ownership outright. UAE law treats each type of right differently, and the formal requirements matter as much as the commercial terms.
- Trademarks. Licences must be written and duly notarised. Recording a licence is optional but recommended. Assignments take effect against third parties only after recordal in the register and publication.
- Patents, utility models and designs. Licences must be written and signed, and are recorded with the Ministry; they bind third parties from publication. Assignments must be in writing, with signatures authenticated, and recorded.
- Copyright and software. Transfers and licences of economic rights must be in writing and must specify the right, purpose, duration and place of use. Moral rights cannot be assigned.
- Know-how. Undisclosed information is protected under the industrial property law, but only while it is kept confidential, so the contract's confidentiality terms do the real work.
The legal framework
Three federal statutes govern most IP licensing UAE work, all administered by the Ministry of Economy and Tourism:
- Federal Decree-Law No. 36 of 2021 Concerning Trademarks, with its Executive Regulations in Cabinet Resolution No. 57 of 2022. Articles 28 to 34 deal with assignment, pledge and licensing.
- Federal Law No. 11 of 2021 on the Regulation and Protection of Industrial Property Rights, covering patents, utility models, industrial designs, integrated circuit layouts and undisclosed information. Article 21 governs transfers and Articles 49 to 54 govern contractual licences.
- Federal Decree-Law No. 38 of 2021 on Copyright and Neighbouring Rights, in force since 2 January 2022, which sets the rules for transferring and licensing economic rights, including in software.
Two further regimes often overlap. If a licence is bundled with distribution or exclusive representation, consider whether it falls within Federal Law No. 3 of 2022 Regulating Commercial Agencies, discussed in our article on the commercial agency law. And competition rules apply: the Ministry can refuse to record a patent or design licence that would misuse an industrial property right or harm competition.
The DIFC has its own Intellectual Property Law, DIFC Law No. 4 of 2019, but it does not create a separate registry. Rights registered federally are recognised within the DIFC, so recordal still happens with the Ministry.
IP licensing UAE formalities: licence or assignment compared
The table summarises the formal requirements for the main rights. They are drawn from the statutes and Executive Regulations; professional practice may add steps such as legalisation of foreign documents.
| Right and transaction | Form | Recordal | Effect of not recording |
|---|---|---|---|
| Trademark licence | Written and duly notarised; Arabic translation for recordal | Optional, on request of either party; published in the bulletin | Licence valid between the parties, but the register does not show it |
| Trademark assignment | Supporting documents notarised, attested and translated into Arabic | Required for effect against third parties; published | Not effective against third parties until recorded and announced |
| Patent, utility model or design licence | Written and signed by the parties | Recorded by the owner; Ministry may refuse anti-competitive terms | Takes effect against third parties only from publication in the Industrial Property Bulletin |
| Patent or utility model assignment | Written, signed at the Ministry or with signatures notarised or authenticated | Must be recorded after paying the fee | Transfer is incomplete on the register |
| Copyright licence or transfer | Written, specifying the right, purpose, duration and place | Optional entry in the Ministry's work rights register | Protection not prejudiced by non-registration, but evidence is weaker |
Recording a licence or assignment with the Ministry
Recordal is handled through the Ministry's e-services. For patents and designs, the Register License service lists a fee of AED 200 for individuals and AED 400 for companies and an average processing time of around three months. Trademark recordals run through the trademark e-services and require publication in the bulletin.
- Confirm the register. Check that the licensor or assignor is the registered owner of each mark, patent or design, that renewals or annuities are paid, and that no earlier licence, pledge or attachment is recorded.
- Prepare the instrument. Draft the licence or assignment to meet the statutory form: written, signed and, for trademarks, notarised. Identify each registration by number and list the goods, services or claims covered.
- Notarise, legalise and translate. Documents signed abroad generally need notarisation and legalisation for UAE use, and trademark recordals require an Arabic translation.
- File the recordal application. File through the relevant e-service, by the owner, the licensee or a Ministry-registered agent, and pay the prescribed fees.
- Respond to Ministry review. For patent and design licences, the Ministry may refer terms to its competition department and ask for amendments before recording.
- Publication and certificate. The Ministry records the transaction, publishes it in the relevant bulletin and can issue proof of recordal. Keep this with the deal documents.
- Diarise expiry and removal. When a recorded licence ends, either party can apply to remove it on proof of termination; the other party is notified and may object.
For trademark assignments, the contract alone is not enough. Until the transfer is recorded and announced, it does not bind third parties, so a buyer cannot reliably enforce the mark, record it with customs or rely on it in a dispute. Make recordal a condition of completion or a firm post-completion covenant with a deadline.
Key terms in IP licensing UAE agreements
Scope and exclusivity
Under the industrial property law, unless the contract says otherwise, a licensee may exploit the licensed right across the whole country, including the free zones, in all fields and by all means for the full term of protection. A contractual licence is also non-exclusive by default. Licensors who want a narrower grant must say so expressly: territory by emirate, field of use, channels and duration.
Permitted restrictions on trademark licensees
The trademarks law limits the restrictions a licensor can impose to those arising from the registration itself or needed to maintain it. It expressly permits limits on geographic area or duration, requirements for effective quality control, and obligations not to abuse the mark. Quality control clauses are therefore both permitted and important.
Sublicensing and assignment by the licensee
A trademark licensee may not assign the licence or grant sublicences unless the owner agrees. Patent and design licensees face a similar default rule, except where ownership of the licensee's establishment is transferred. Franchise and multi-tier distribution structures need express sublicensing rights.
Duration and termination
A trademark licence cannot run longer than the mark's protection period, and a patent licence cannot outlast the patent. Tie the licence term to renewals and annuity payments. Where a trademark licence is recorded, check the regulations' rules on the licensee's consent before the owner surrenders the mark.
Enforcement
Patent and design licensees can use the owner's rights to stop infringement, and either party may take legal measures. The contract should decide who leads, who pays and who keeps any recovery.
Technology transfer, know-how and compulsory licences
Technology transfer deals usually combine a patent or design licence, a know-how licence and a services agreement. The Ministry has supervisory control over contractual licences, their transfers and renewals, and can refuse to record a licence that would misuse an industrial property right or harm competition in the UAE. Its Executive Regulations route such concerns to the Ministry's competition department, which can require amended terms.
Know-how is protected as undisclosed information only while it is kept secret and subject to reasonable confidentiality measures. The regulations expect any assignment or licence of undisclosed information to bind the parties and their employees not to disclose it. Our article on trade secrets and confidential information covers those measures.
Patent owners should also know that the law allows any interested party to seek a compulsory licence where a patent has not been exploited, or has been exploited inadequately, for at least three years after grant, subject to conditions including prior attempts to obtain a voluntary licence on reasonable terms. A licensing programme that keeps the invention in use reduces that risk. See our guide to patent protection in the UAE.
Copyright and software licences
For copyright, the author or successor may transfer or license all or part of the economic rights, but only in writing that specifies the right concerned, its purpose, and the duration and place of use. The author keeps every right not expressly assigned. Vague assignments such as "all rights" without detail are therefore risky.
Software has a specific rule: licences of smart applications, software and databases are governed by the terms shown on the packaging or on screen at installation, and users are bound by them. That gives enforceable footing to end-user licence terms, but it does not replace a negotiated enterprise licence. Our article on copyright ownership, including software covers who owns code in the first place.
An illustrative scenario
Illustrative only; the parties are generic. A founder registered a consumer brand in her own name before incorporating a Dubai free zone company. The company has since built an app and signed a franchise with a regional operator. An investor now asks for confirmation that the company owns its IP.
The review finds three gaps. The trademarks are still in the founder's name, so she signs an assignment to the company, which is notarised, translated and recorded with the Ministry before completion. The app was written partly by a contractor whose agreement contains a general "all rights" clause; the parties sign a confirmatory assignment that specifies the economic rights, purpose, duration and territory. The franchise agreement lets the franchisee appoint sub-franchisees but grants no express sublicence of the marks, so the parties amend it, and the company records the master licence.
None of the fixes is expensive. Discovered after signing, each could have delayed the round. That is typical of IP licensing UAE diligence: most problems are formal, and most are cheaper to fix early.
Risks and common mistakes in IP licensing UAE deals
Leaving IP in a founder's or affiliate's name
Investors and buyers expect the operating or holding company to own the brand, code and patents. Where a founder or affiliate holds them, a recorded assignment is needed. For trademarks, an unrecorded assignment does not bind third parties, so the buyer's position is weak until the register is updated. Build recordal into the deal timetable rather than leaving it for later.
Granting more than you meant
For patents and designs, the default position is a non-exclusive licence covering the whole country, all fields and all means, for the full term. A licence that says nothing about territory, field or channel can therefore be wider than the licensor intended. Draft the grant clause precisely and list what is excluded.
Unsigned or non-notarised trademark licences
The trademarks law requires a licence to be written and duly notarised. An informal email exchange or an unsigned brand guideline is unlikely to satisfy the requirement, which can matter if the licensee's use is later relied on as evidence of use, or if the relationship ends badly. Sign and notarise the licence, and record it where third-party visibility matters.
Ignoring commercial agency and competition rules
A licence bundled with exclusive distribution can look like a commercial agency, with consequences for registration, exclusivity and termination. Restrictive terms in technology licences can also attract the Ministry's competition review. Structure the documents deliberately and take advice on both regimes before signing; see our page on franchising in the UAE for franchise-specific points.
Forgetting tax and transfer pricing
Royalties between related parties fall within the UAE corporate tax and transfer pricing framework, and licence terms should reflect arm's length pricing. Where IP sits in a free zone entity, check how royalty income is treated before restructuring. TRW & Co coordinates with registered tax agents on these points; our page on transfer pricing in the UAE sets out the framework.
Cross-border licensing
Many UAE licences are granted by foreign owners, or by UAE holding companies to operating companies across the GCC, South Asia and beyond. Each country's registered rights are territorial, so a UAE licence should cover UAE registrations, and parallel licences or a master agreement should cover the others with consistent quality control and termination terms.
Choose the governing law and forum deliberately. Recordal formalities in the UAE apply whatever law governs the contract, and documents signed abroad will need notarisation, legalisation and translation. Where TRW's network is involved, including Bangladesh, the UK, Singapore, China and India, we coordinate the UAE recordals with the home-country filings so that the chain of title is clean in every market.
Checklist for IP licensing UAE deals
- Confirm registered ownership, renewals and any recorded licences, pledges or attachments.
- Decide whether the deal is a licence or an assignment, and draft to the statutory form for each right.
- Define territory, field of use, channels, exclusivity and duration expressly.
- Include quality control, sublicensing, enforcement and improvements clauses.
- Notarise, legalise and translate documents as required, and record with the Ministry.
- Check commercial agency, competition and tax implications before signing.
- Diarise renewals, annuities, licence expiry and de-recordal.
TRW & Co advises on licensing and assignment structures, technology transfer, diligence and recordal, working with Ministry-registered agents where filings must be made through them. To discuss an IP licensing UAE transaction, contact our Dubai team or email info@trw.co. The Ministry's intellectual property legislation page lists the current statutes.
Frequently asked questions
01Does a trademark licence have to be registered in the UAE?
No. The trademarks law requires the licence to be in writing and duly notarised, but recording it in the register is optional. Either party can ask the Ministry to record it, in which case the licence is published in the bulletin. Recording is often worthwhile: it makes the licence visible to third parties, supports customs and enforcement work, and gives the licensee protection if the owner later tries to surrender the mark.
02How do I transfer a trademark in the UAE?
The new owner, or its agent, applies to the Ministry of Economy and Tourism with the assignment or merger document, notarised, attested and translated into Arabic, and pays the fee. The Ministry records the transfer and publishes an announcement. Until the transfer is recorded and announced, it does not bind third parties, so buyers should make recordal a condition of completion or a firm post-completion obligation.
03What are the requirements for a patent licence in the UAE?
A patent, utility model or design licence must be in writing and signed by the parties, and its term cannot exceed the term of protection. The owner records it with the Ministry, and it takes effect against third parties from publication in the Industrial Property Bulletin. The Ministry's Register License service lists fees of AED 200 for individuals and AED 400 for companies, and it may refuse to record anti-competitive terms.
04Can a licensee grant sublicences under UAE law?
Not by default. A trademark licensee may not assign its licence or grant sublicences unless the owner agrees. Patent and design licensees are similarly restricted unless the contract provides otherwise, except where ownership of the licensee's establishment is transferred. Franchise and multi-level distribution models should include an express, well-defined sublicensing right.
05How do I assign copyright in software in the UAE?
Use a written assignment that identifies the work and specifies the economic rights transferred, the purpose, the duration and the place of use, as the copyright law requires. The author keeps any rights not expressly assigned, and moral rights cannot be assigned. Work created by employees in the course of the employer's business generally belongs to the employer, but contractor work needs an express written assignment.
06Do IP licences in the DIFC or ADGM follow different rules?
The DIFC has its own Intellectual Property Law, but it does not establish a separate registry and recognises federally registered rights. Registered trademarks, patents and designs are therefore still recorded with the Ministry of Economy and Tourism. Contract law, governing law and dispute resolution can differ for DIFC or ADGM entities, so draft the licence with the relevant framework in mind.
Sources and official materials
- Federal Decree-Law No. 36 of 2021 Concerning Trademarks — Assignment, pledge and licensing of trademarks
- Federal Law No. 11 of 2021 on Industrial Property Rights — Transfers and contractual licences of patents, utility models and designs
- Federal Decree-Law No. 38 of 2021 on Copyright and Neighbouring Rights — Transfer and licensing of authors' economic rights
- Ministry of Economy and Tourism: Register License service — Recording patent and design licence agreements
- Ministry of Economy and Tourism: Intellectual Property Legislations — Current federal IP statutes and regulations
General information only, current as at 27 October 2026. It is not legal advice and does not create a lawyer–client relationship. UAE law differs between the onshore jurisdiction, the DIFC, ADGM and the free zones, and changes frequently; check current official sources and take advice on the facts of your matter.
