Ip license term sheet

Product Distribution License Template. Reseller License Template. Technology Development License Template. Skip to content. Typical intermediaries involved in distribution include: Wholesaler: A merchant intermediary who sells chiefly to retailers, other merchants, or industrial, institutional, and commercial users mainly for resale or business use.

Tailor-made agreements, built on common principles Accessing Harvard innovations should be as straightforward as possible. Browse Technologies. Basic exclusive license Sample License Agreement With Exclusive Patent Rights A note on global access —Development of technologies borne from Harvard patent rights may lead to licensed products that could result in significant public health benefits in developing countries.

Global Access Language A note on third-party proposed products —In the case of an exclusive license granted in all or many fields, the licensee may initially be focused on a limited number of products or uses for the licensed technology. Third-party Proposed Products Language Nonexclusive license Sample Nonexclusive License for patent rights Copyrighted software license This type of agreement enables Harvard researchers who are starting a new company to easily license non-patentable, copyright-protected software that they have developed in the course of faculty-led research efforts.

Sample License Agreement for Copyrighted Software Materials licenses Harvard offers certain materials usually biological research materials for commercial use on a non-exclusive basis. Sample Materials License — Royalty-based Sample Materials License — Flat-fee-based Basic option agreement Harvard also offers option agreements to companies that are considering licensing a Harvard technology.

Basic Option Agreement Other types of agreements To view sample confidentiality agreements, material transfer agreements, or research collaboration agreements, please return to our Sample Agreements page. Go to the blog. Bobrowicz D. A Checklist for Negotiating License Agreements.

Available online at www. D Bobrowicz. Sharing the Art of IP Management : Photocopying and distribution through the Internet for noncommercial purposes is permitted and encouraged.

Editor's Summary, Implications and Best Practices. This chapter provides a road map for licensing professionals to identify the most common terms, contractual obligations, and other provisions that are likely to be encountered in crafting a license agreement. Emphasis is placed on agricultural technology licenses. Since most people engaged in deal making are involved in multiple deals at the same time, important aspects can be forgotten or overlooked at any time and for any deal.

While expansive, it does not necessarily fit all contexts and is therefore intended to serve as a basis from which institutions and individuals can develop their own checklists. A checklist to aid in negotiating a licensing agreement, much less to aid in actually preparing and writing the agreement itself, may sound like a simplistic tool to an experienced negotiator or contract attorney.

After all, most people in such positions are well educated and used to dealing with multiple projects having many details in the scientific, legal, and business arenas, all at the same time. If they did not have the competence to deal with this type of work situation, they would not last long in the active, high-pressure licensing environment. But it is precisely because of myriad details that a checklist can be life or deal saving for the working licensing officer or attorney.

One of the simplest ways to make sure that a crucial or costly mistake does not happen because of an oversight is to use a tool such as the checklist presented here. This section introduces and discusses for both licensors and licensees each element of the checklist. If your work requires you to draft license agreements, download the checklist from the online version of this Handbook where it is given without the annotations.

No more last-minute telephone calls or e-mails to get information that should have been exchanged at the first meeting. Some use of background information in a contract is recommended because within a short period of time after the deal is done and the agreement signed, negotiators memories will fade and a short set of statements regarding the background of the deal may become invaluable should the contract need to be interpreted by a court or an arbitrator.

A simple contract will not need to have a section devoted to definitions, as the definitions can be presented when special terms are first encountered.

A complex document should present all definitions in one section for ease of drafting and later interpreting the contract. General terms used throughout the contract should be placed in this section, as should technical terms that are used frequently.

Either an alphabetical or a hierarchical order is recommended, the latter being used when a number of terms are closely related and having them near to each other would allow the reader to more easily navigate the agreement.

Each license will have its own specific set of definitions, so a short list that includes only the most commonly used terms is presented here.

All other appropriate terms should be listed and defined. Clear definitions will add great clarity to a license. Care should be taken to write definitions that, in general, stand alone and are not circular in construction.

A good place to begin thinking about what to define is with a definition of the parties. If dealing with a company, is it the company and all its affiliates? All of its subsidiaries? Or only the parent company? Licensee, sales, net sales, profit, territory, field, patents, patent rights, intellectual property, and nonprofit are examples of other relatively common terms, and there are many more.

Once defined, these terms will usually appear, throughout the rest of the contract, with the first letter capitalized or in all capitals. The following sections may seem to be overkill to the licensing professional. However, each and every section, if not handled with care and forethought, can result in a deal that is more than unsatisfactory to one or both parties. Sample 2.

Sample 3. Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties , an irrevocable , non - exclusive , worldwide license exercisable without payment of royalty or other compensation to such Grantor , subject , in the case of Trademarks , to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors.

The Adviser may notify the Trust and the Fund of newly - created names or phrases for which it is claiming intellectual property protections , and such names or phrases shall become Adviser Works.