Which is better, an agreement on the transfer of intellectual property or an intellectual property license? The reality is that there are pros and cons to every choice, depending on your needs and interests. In most cases, ip owners want to retain control of their IP and choose to grant an IP license. This is beneficial because you can determine how your intellectual property will be used and switch partners if a partnership is not beneficial. In addition, intellectual property licenses allow you to derive a stable income from your intellectual property over a period of time and potentially transfer the same rights to multiple users. 10. General „Juristendeutsch”. „Standard” (but still important) contractual clauses, including: „applicable” law (the law that applies to the license agreement); the rights of the owner of the intellectual property and the licensee to assign the license agreement; what events constitute a „change of control” of a party (p.B. a sale or bankruptcy) and the consequences of a change of control; and the severability clause of contractual clauses. Trademarks are signifiers of commercial origin, namely brand names and logos or slogans. Trademark licensing agreements allow trademark owners to allow others to use their intellectual property.
Patents, trademarks and copyrights are all forms of intellectual property that can be licensed. For example, patent licenses can be used for mechanical devices and systems, healthcare products and services, electronic hardware, computer software, chemical compositions, and business methods. Trademark and service mark licenses may be used in the marketing of various products and services offered by a company. Many of these licenses also include publishing rights. Copyright licenses can be used for works of art, books, music, photography, games, and software, among others. In the following sections, we will see how to recognize and create an intellectual property license for which your customers will ultimately thank you. License agreements describe the terms under which one party may use another party`s property. While the properties in question may include a variety of elements, including real estate and personal effects, licensing agreements are most often used for intellectual property such as patents and trademarks, as well as copyrights for written materials and visual arts. The payment of the consideration can be structured in several ways. The license agreement generally requires a licensee to pay an initial license fee as well as ongoing royalties based on a percentage of revenue or per unit.
The license may also require minimum annual royalties or minimum annual sales of products to ensure that Licensee carefully markets the products or services contained in the patent. The License Agreement may also require Licensee to provide Licensor with reports, by .B. on sales or revenues, to ensure accurate royalty payments. Perpetual licenses are most often observed in software. Under an intellectual property assignment agreement, you permanently transfer all or part of the intellectual property rights to the assignor in exchange for a certain amount. Essentially, you sell the rights to a third party in the same way that you could sell physical assets for a permanent transfer. In general, you waive all control, participation and claim over the transferred intellectual property rights. Trade secret licensing agreements are often associated with non-disclosure agreements (or NDAs).
Non-disclosure agreements stipulate that the party receiving certain confidential information may not disclose it to third parties. Licensors and licensees may grant each other various compensations in a license agreement. The License may contain representations and warranties with respect to intellectual property and may require compensation for any inaccuracies or losses arising from such representations and warranties. For example, the license may include Licensor`s assurance that it clearly owns the intellectual property, that the intellectual property is valid and enforceable, and/or that none of the products manufactured under intellectual property are known to infringe other intellectual property rights of third parties. In return, Licensor may require Licensee to comply with applicable laws such as export controls, tax codes, etc. A license agreement is a written agreement between two parties in which one owner allows another party to use that property under a certain set of parameters. A license agreement or license agreement typically includes a licensor and a licensee. In addition to the detailed description of all parties involved, the license agreements specify in detail how the licensed parties may use the property, including the following parameters: Before a licensor enters into an intellectual property license with a potential licensee, it must exercise due diligence to ensure that it is the true and sole owner of the intellectual property. The help of experienced lawyers is especially useful here.
For example, legal counsel may disclose whether there is another party that already or jointly owns the intellectual property and/or whether the proposed licensor has the applicable sub-licensing permits. A typical patent license specifies the rights granted, the duration of the grant, the consideration in exchange for the grant, the registrations and reports, the representations and warranties regarding the patent, the way in which infringement issues are handled, tort liability for the goods or services covered by the license, and other factors. Note that if royalties are structured on the revenues of certain business units or departments, it can become very dangerous if the licensee goes through a business reorganization. Reorganizations are often carried out for more important business reasons (for example. B taxes) that trump the logic behind the IP logic – with potentially huge royalty implications Here we discuss what a licensing agreement is and how you can decide which one is best for you. 3. Term and Termination. The term of the license, the reasons why the parties may terminate the license, and the rights and obligations of the parties upon termination or expiration of the license. In many cases, it will be important to require Licensee to immediately cease using the IP Rights and, in the event of termination or expiration of the Agreement, to remove all references to the IP from all its documents in order to best protect the IP Rights` ownership by the IP Owner.
However, the nature and scope of licensee`s obligations in this regard may vary depending on the type of intellectual property, the type of industry in which Licensee operates, and the reason for termination (e.B. termination for cause versus expiration). .