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Other Licence Provisions Section 7 Kuljeet is negotiating a mixed patent and know-how licence with VenGen Limited. VenGen Limited are demanding that Kuljeet provides them with a warranty, backed up with an indemnity, that she is the owner of the relevant IP and has the right to license it. What should Kuljeet do? Before Kuljeet gives any sort of warranty, she must be sure that she does indeed own the rights that she is licensing out. She should try to qualify the warranty that she gives by warranting that, only so far as she is aware, does she own the relevant rights. This protects Kuljeet to the extent that if it emerged that someone who had assisted her (e.g. as a sub-contractor) in relation to the IP which forms the subject matter of the licence had merely copied someone else's work, Kuljeet would not be liable under the warranty if she did not know about this. VenGen Limited will probably try to resist the inclusion of awareness in the warranty as it limits its remedies, but remember, if in doubt, you must be careful about the extent of the warranty you give. Duration and Termination For how long should the licence last? This really depends. The licence should be sufficiently long to allow the licensee to recover its costs of commercialising the IP exploiting the invention. However, a licence should not normally run beyond the period of protection for the relevant IP. For example, the duration of a patent licence will be, at most, for the maximum term of the patent. Note that a licence of a patent which extends beyond the term of protection of the licensed rights could in any event fall foul of competition law. In music publishing agreements the duration may be by reference to the number of albums. The publisher will often have an option to extend the licence to cover one or more additional albums. 52

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