10
PLAYBOOK TEMPLATES
Software License Agreement
A Software License Agreement governs the use and distribution of software between a licensor and licensee. This playbook examines license grant terms, maintenance obligations, and compliance mechanisms for audit and enforcement.
Assignment & Sublicensing
Negotiation strategy
Ensure that any assignment or sublicensing requires prior written consent to maintain control over who can exploit the IP. Consider allowing assignments to affiliates or in connection with corporate transactions to provide flexibility.
Negotiate for the ability to assign or sublicense with minimal restrictions to maximize operational flexibility. Ensure that any consent requirements are not unreasonably withheld.
Essential elements
1
Consent Requirement
Prior written consent needed.
2
Affiliate Assignment
Allows assignment to affiliates.
3
Sublicensing Conditions
Conditions for granting sublicenses.
Action framework
ACCEPT
Propose edits if the clause lacks flexibility for corporate transactions or affiliate assignments.
EDIT
Reject if the clause imposes unreasonable restrictions on necessary business operations.
ADD
Add language to ensure compliance and notification for assignments to affiliates or in corporate transactions.
PRO TIP
Always ensure that any assignment or sublicensing clause includes clear conditions and consent requirements to protect your interests.
Real-world examples
FAVORABLE
Assignment with Consent
"Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed."
NEUTRAL
Basic Assignment Clause
"Either party may assign this Agreement with prior written notice to the other party, provided the assignee agrees to be bound by all terms and conditions of this Agreement."
UNFAVORABLE
Unrestricted Assignment
"Either party may assign this Agreement without any consent or notification to the other party."
Alternative scenarios & positions
High-Value IP Transactions
In high-value IP transactions, ensure that any assignment or sublicensing is tightly controlled to prevent unauthorized use or dilution of IP value.
Start-Up Flexibility
For start-ups, allow more flexibility in assignment to attract investors or partners, but maintain some level of control through consent requirements.
Cross-Border Agreements
In cross-border agreements, consider local laws and regulations that may impact assignment or sublicensing, and adjust the clause accordingly.
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WEEK 3
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