NEGOTIATIONS AND LICENSING

NEGOTIATIONS AND LICENSING

1. THE TEAM

   • It's important to build work teams
     • Define leadership and role of each
       • Set times for review and discussion of terms, within the team
         • Clearing up doubts and solving the potential problems
           • Convinced that the agreement is right for the organization

2. NEGOTIATION

   • The parties meet several times to discuss the main agreements
     • Includes document review
       • To sign the formal licensing agreement, technical and legal specialists participate
         • The contract must fulfil three essential elements. There must be:
           • Terms of exchange specified for the bargain
           • Something of value exchanged
           • Mutual exchange
   • In the licence agreement
     • The licensor agrees to provide the licensee with the use of his property
     • The licensee agrees to pay the licensor a fee and/or royalties as consideration and the agreement specifies the terms and conditions for exchange of the bargain

3. THE TERMS

   • Licence Fee
     • Royalties
       • Setting the Royalty Rate
         • Minimum Royalty
           • Resetting Minimum Royalties

4. HEADS OF AGREEMENT

   • Parties
     • Start date
       • Duration
         • Nature of licensed IP
           • Work schedule
             • Costs
               • Lump sum/royalties (minimum royalties)
                 • Payment schedule
                   • Licence option
                     • Option term on licence
                       • Right of first refusal
   • Scope of licence
     • Exclusivity
       • Liability
         • Warranty on licensed patents
           • Ownership of IP
             • Ownership of improvements
               • Infringement (who takes action to sue)
                 • Termination
                   • Choice of law
                     • Dispute resolution

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