IP licence agreement

About this licence agreement

This is a heavy weight licence agreement granting rights to exploit an invention or other technical product.

It covers your intellectual property rights in every aspect of your work including design drawings, copyright, software, and patents.

It could be used either by the inventor or developer, or by a manufacturer who wishes to be the licensee.

The invention could be anything. It is more likely to be a design for a component than one for a completed product. It is likely to be usable in many different circumstances, and therefore the owner may wish to license it widely, but with only one licensee per industry, region or sector.

For example, the product might be:

• a type of hard wearing flooring that can be moulded into place using a special process. The developer licenses the technology to a car manufacturer who patents it for use in vehicles in the name of the licensor.

• a sub-marine camera specialist invents a lens capable of resisting water at high pressure and licenses the technology to a small manufacturer of high altitude safety equipment.

The document grants a perpetual, irrevocable, and non-exclusive licence. It provides for a single payment up front. There are no on-going royalty payments. That allows the licensee complete freedom to use the technology, subject to the use staying in his industry.

The licensee can also, optionally, obtain a secondary licence to some sort of supporting technology. In most situations, this is likely to be use of a trade mark, a patent or maybe only the right to use a name or logo.

However, your product or device or invention might rely on a support system that requires slightly different licence terms because it may be used by others. For example, you may upgrade it from time to time. The right is also perpetual but it is limited so that the licensor can allow others to use it too.

Contents

We provide the complete legal framework for what may appear to be a complicated deal. The Net Lawman modular structure in plain English takes you smoothly through the detail of a document of over 5,000 words.

The matters most important include:

• Definitions and interpretation
• Warranties and understandings
• Licensor’s representations about the subject matter
• The Licence deal
• Licence of supporting IP
• Limited sub-licence
• Use of third party IP
• Protection of licensed material
• New intellectual property and derived products
• Third party infringement
• Confidentiality
• Indemnities
• Other matters relating to enforcement and other legal issues

We also provide extensive drafting notes (over 2,500 words) to help you edit each paragraph to suit your deal.