Licenses are complex agreements governing the use of software, technology and other inventions. Most companies depend on technology it licenses to create operate and create value. But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom. Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps. This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies.
• Drafting and reviewing the most important provisions of client licenses
• Defining the scope of the license – usage, territory, time and updates
• Royalties – different structures and audits
• Warranties in licensing – implied and express
• Protecting the exchange of confidential information – employee issues and trade secrets
• Remedies on breach – financial liability and specific performance
• Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers
• Limitation of liability – forms liability and failure of essential purpose
• Risk management – insurance, escrow, force majeure
• IP diligence – what to look for and red flags
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