Intellectual property
Intellectual property licence
The paper granting permission to use intellectual property that somebody else continues to own. Everything in it is about scope: which rights, for what uses, in which territory, for how long, and whether anybody else may be given the same permission. It also settles who may enforce against infringers, what happens to improvements made by the licensee, and how the money works — a lump sum, a running royalty, or both.
- In the catalogue
- Intellectual property
- Where it can live
- Any of the 184 governing laws
Who uses one
- Owners of patents, designs, software or know-how licensing them to others.
- Companies building products on somebody else's technology.
- Universities, research groups and inventors commercialising work.
What you are deciding
- Which rights are licensed, identified precisely
- What the licensee may do with them, and what it may not
- The territory and the field of use
- Whether the licence is exclusive, sole or non-exclusive
- How long it runs, and what happens at the end
- Whether it may be sublicensed or transferred
- What is paid: fees, royalties, minimums, and how they are reported
- Who owns improvements, and who enforces against infringers
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The parties
- 2The licensed rights
- 3Grant and scope
- 4Territory and field of use
- 5Exclusivity
- 6Sublicensing
- 7Royalties and reporting
- 8Improvements
- 9Enforcement against third parties
- 10Term and termination
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- ip licence agreement
- intellectual property license
- patent licence agreement
- technology licence
- know how licence
- licensing agreement
Questions people ask
- What is the difference between exclusive and sole?
- An exclusive licence usually excludes even the owner from the licensed field; a sole licence means the owner grants nobody else but may still act itself. The two words are not interchangeable.
- Who owns improvements made by the licensee?
- Papers of this kind decide it explicitly, because the default answers vary. Common arrangements include the licensee owning them, the owner taking them, or a licence back on agreed terms.
- What happens to sublicences when the main licence ends?
- Agreements of this kind usually say — either the sublicences fall away with it, or they survive and attach directly to the owner. Leaving it silent creates a problem at exactly the wrong moment.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds