Issue link: https://htpgraphics.uberflip.com/i/116731
The Licence – the Basics Section 5 OPERATIVE PROVISIONS 1. DEFINITIONS Insert definitions to make the contract more user friendly. In particular, ensure you properly define the Technology, Field of Use, Territory and Royalties! 2. GRANT OF LICENCE n The Licensor grants to the Licensee a(n) [exclusive/sole/non-exclusive] licence of the IP. n Ensure you draft the licence narrowly if it is only for one product, or in restricted fields or territory. n Is it sub-licensable? You must grant the right to sub-license manufacture, if the Licensee is not manufacturing itself. 3. KNOW-HOW n Include here how and when any know-how or technical information will be transferred to the Licensee. n Include details of any training to be given, including costs. 4. IMPROVEMENTS n How will improvements be disclosed? n Will they form part of main licence or be subject to a separate licence? n Licensee's improvements – assignment/licence to Licensor? 5. CONFIDENTIALITY n You will be disclosing some information which is only protected by confidentiality. Ensure appropriate confidentiality provisions are in place. 6. PAYMENTS Include: n Upfront payment (recoupable or not against royalties) n Royalties – net sales value or per service provided n Ensure sub-licensees are caught by provisions n Minimum royalties and what happens if not reached? n When and how are royalties to be paid? n Interest on late payment provisions. 24