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Intellectual property licences

The choice here is simple: the copyright licence can be used for licensing rights in copyright works, and the trade mark licence can be used for licensing the use of trade marks. These licences are unsuitable for use in relation to other forms of intellectual property, at least without heavy adaptation.

Page 1 of 1:    5 templates


Page 1 of 1:    5 templates

Key sections of IPR licences

Term

When does the intellectual property licence start? Does it need to be back-dated, or to commence at some point in the future? How long does the licence continue for? Does it continue for the full term of the rights?

Consideration

In English contract law, consideration is an essential part of the formation of a contract. The consideration for one party's actions and/or undertakings under a contract is ... the other party's actions and/or undertakings. Where there is no consideration, then a contract cannot be formed (although intellectual property rights may still be the subject of a bare licence or licensed by deed). Both of these intellectual property licence documents assume that there will be consideration. Nominal consideration (e.g. £1) can be included if there is no "real" exchange of value. The copyright licence document includes an optional provision allowing for consideration by way of royalty.

Grant or licence of rights

What rights does the licensor grant to the licensee? What is the geographical scope of the grant? Are there any express restrictions on the exercise of those rights? Do any particular pre-conditions need to be met before the rights can be exercised? Is the grant of rights exclusive? And is the licensee entitled to sub-license the rights?

These are the sorts of questions that must be carefully considered in drafting the licence provision. An inadequate licence may leave the licensee unable to exploit the rights as planned, or risking infringement proceeding. An over-broad licence (especially if exclusive) may reduce the value of the retained rights and leave the licensor unable to exploit the retained rights.