IP sub-licence agreement

About this document

This agreement allows a licensee of intellectual property to exploit it by sublicensing it for use by a third party.

You are likely to have taken a licence of some intellectual property rights with a view to exploiting them. You may have done so, but not to the fullest extent possible. You now wish to sell (sub-license) some part of your rights to some other business that will exploit the work in whatever limited way you have decided.

We can assume the original licensor was probably the author or creator and that he or she did not want to set up in business to exploit the rights personally.

The rights could relate to anything. The work could be of any size, complexity and for any purpose. For example, it could be architect’s drawings, children’s stories, photographs or a collection of films. For the sake of clarity while editing the document (to draw your attention to where to change the name of the work), we use a recognisable, fictitious, esoteric name.

This agreement could also be used for commercial partnerships, for example to permit an affiliate or partner to use material which you do not actually own but use on licence from the original creator.

We do not know what rights in the material you have bought, so cannot guide you on which ones you are able to sub-licence. We have therefore provided the same wide range of options as we do for the creator of a work in the first place.

The payment option provided is a periodic royalty. That can be changed easily to a cash payment or some other basis.

Almost all Net Lawman documents are written to protect primarily the document buyer. However, we do not invite problems for you by ignoring the likely requirements of your counter-party. There are many provisions in this document which satisfy the concerns of a fair minded licensee. The drafting notes you receive with the document elaborate on this point.

Key features

You can use this agreement for a one-off deal with few restrictions or for planned expansion into new geographical territories and/or new product markets.

We have provided options for several important areas, for example:

• multiple products or versions
• exclusive or non-exclusive arrangements, so that you can define exactly what you want
• control and ownership of derived versions
• extent of support and upgrades
• transferable (assignable) or not, and if so the buyer enters into same agreement direct with you
• option to sell upgrades or refreshed versions from time to time
• whether you have advantage of derived products licensee creates

Alternatives

We have a number of other intellectual property licensing agreements that cater for similar yet different arrangements.

Contents

The agreement covers the following matters:

• Definitions and interpretation
• Warranties and understandings
• Sellers warranties and representations
• Rights to be assigned - limitations
• The assignment deal
• Confidentiality
• Disclaimer
• Indemnity
• Other matters relating to enforcement and other legal issues

There are over 2,800 words of drafting notes at the end of the document to help guide you in editing it.