Definition : License

A licensing agreement constitutes an intellectual property contract under the terms of which the holder of an industrial property right grants to one or more other persons - called licensees - the enjoyment of the exclusive right of exploitation derived from his title or from certain utilities of this right. Unlike the assignment of rights, a license does not transfer the real right, which remains in the patrimony of the titleholder..

The essential clauses of a license agreement may vary depending on the type of license and the purpose of the license, but here are some of the common clauses that are generally found in many license agreements:

  1. Identification of the parties : This clause specifies the parties involved in the agreement, i.e. the licensee (the party obtaining the license) and the licensor (the party granting the license).
  2. Subject matter : This clause specifically defines what is licensed. This may include software, technology, a registered trademark, a patent, copyright, etc.
  3. Rights granted : This clause sets out the rights that the licensee obtains in the subject matter of the license, including the limitations of these rights (e.g., territorial restrictions or restrictions on use).
  4. Duration : This clause specifies the period of time during which the license is valid. It may be permanent, for a fixed period of time, or linked to specific conditions.
  5. Territory : This clause specifies the geographical region in which the license rights are valid.
  6. Fees and payments : This clause determines the fees or charges that the licensee must pay in exchange for obtaining the license, as well as the payment terms.
  7. Warranties and exclusions of liability : This clause sets out the warranties provided by the licensor regarding the subject of the license, as well as the limits of liability in case of damages.
  8. Intellectual property : This clause specifies who holds the intellectual property rights to the subject of the license and how these rights are affected by the contract.
  9. Confidentiality This clause sets out the parties' confidentiality obligations with regard to confidential information exchanged under the contract.
  10. Termination : This clause describes the conditions under which the contract may be terminated, as well as the consequences of termination.

It is important to note that these clauses may vary depending on the specific nature of the license and the negotiations between the parties. It is therefore advisable to consult a legal professional when drafting or negotiating a license agreement.