Fundamental terms in a licensing agreement
1) Scope of the License:
Define what intellectual property rights the licensor is granting to the licensee, and the extent of the license (exclusive vs non-exclusive, territory, time period, etc.).
2) Fees and Royalties:
Specify the sum the licensee must pay for the license, such as upfront fees, royalties, or other forms of payment.
3) Permitted Use:
Specify the specific purposes and contexts for which the licensee can use the intellectual property, including any limitations on use.
4) Quality Control:
Establish quality control requirements to ensure the licensee's use of the licensed intellectual property meets certain standards set by the licensor.
5) Termination:
Set forth the terms and conditions under which either party may terminate the agreement, and what happens upon termination (such as the licensee's obligation to cease using the intellectual property).
6) Representations and Warranties:
Include representations and warranties from both parties, such as the licensee's representations that it has the necessary rights to enter into the agreement, and the licensor's representations that it owns or has the right to license the intellectual property.
7) Indemnification:
Address indemnification and liability issues, such as the licensee's obligation to defend and indemnify the licensor against any claims arising from the licensee's use of the intellectual property.
8) Dispute Resolution:
Arbitration or litigation.
9) Jurisdiction:
Indicate which country's laws will govern the agreement.
10) Confidentiality:
Provisions on the confidentiality of the agreement.
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