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Information Contained in Patent Licensing Agreements
Patent licensing agreements are based on reasonable conduct and enforcement of commitments made by parties. Some of the basics normally included in patent licensing agreements are briefly described below.
There are various headings in the patent licensing agreements and titles may differ. The various sections, however, are basically the same.
Parties
This part of the agreement stipulates the parties to the agreement, indicating the details of the licensor and the licensee.
Information Regarding Interpretation of the Agreement
The section involves information to assist with the interpretation of the agreement and includes information such as the outlining of the background to the agreement.
Definition Section
It forms part of the main body of the agreement ensuring that each party understands the terms used in the agreement fully. Boundaries are set by means of definitions and the stating of definitions is important for accurate interpretation of the agreement. The licensed products, area covered, and other terms form part of this section.
Rights Granted
The section deals with the rights that are granted such as sub-licensing terms, exclusivity, and rights to be held by the licensor as well.
Costs
The payments to be made are spelled out and include information such as the royalties and who should pay the maintenance fees. The minimum payments to be made, when and how are also spelled out.
Auditing
Quality control and auditing aspects are spelled out indicating rights the licensor has to the books of the licensee and any quality control aspects pertained in the agreement.
Changes to the Patent
The licensor may want to improve on the patented invention or the other side of the coin may be true. Terms and conditions that apply are normally included in the agreement.
Infringing Actions
The party responsible for taking action against infringers is indicated and the various terms and conditions that apply.
Other areas within patent licensing agreements include that of obligations, marking, disclaimers, insolvencies, waivers, and guarantees, transferring of interest, term of the license, termination clause, compliance and non-compliance, breeching of contract, notices and statement of entire agreement.
If you need help with the setting up or reviewing of such agreements contact us at Smit & Van Wyk today.
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