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PLAYBOOK TEMPLATES
Technology Transfer Agreement
A Technology Transfer Agreement facilitates the sharing or commercialization of proprietary technology between parties. This playbook provides guidance on ownership rights, confidentiality, and obligations to support the transfer process.
IP Ownership and Rights
Negotiation strategy
Ensure retention of core IP rights while granting limited usage rights to the licensee. Clearly define ownership of any improvements or derivative works.
Negotiate for clear and defined usage rights. Seek ownership or a license back for any improvements or derivative works created.
Essential elements
1
Core IP Ownership
Licensor retains all rights.
2
Usage Rights
Non-exclusive, defined scope.
3
Improvements Ownership
Ownership of derivatives.
Action framework
ACCEPT
Propose edits if ownership or usage rights are ambiguous.
EDIT
Reject if licensor's core IP ownership is not retained.
ADD
Add clause if IP ownership and rights are missing.
PRO TIP
Always ensure IP ownership clauses align with business goals and risk management strategies.
Real-world examples
FAVORABLE
Preferred Clause
"The Licensor retains all rights, title, and interest in and to the Licensed IP. The Licensee is granted a non-exclusive, non-transferable right to use the Licensed IP solely for the purposes outlined in this Agreement. Any improvements or derivative works created by the Licensee shall be owned by the Licensor."
NEUTRAL
Fallback Clause
"The Licensor retains ownership of the Licensed IP, while the Licensee may own any improvements or derivative works, subject to a perpetual, royalty-free license back to the Licensor."
UNFAVORABLE
Ambiguous Ownership
"The ownership of improvements or derivative works is not clearly defined, leading to potential disputes."
Alternative scenarios & positions
Joint Development Projects
Evaluate if the agreement involves joint development or collaboration. Consider joint ownership or cross-licensing arrangements to ensure clear terms for commercialization and revenue sharing.
High-Risk Projects
In high-risk projects, ensure that IP ownership clauses are robust to protect against potential losses and disputes.
International Agreements
Consider jurisdictional differences in IP laws and ensure clauses are compliant with international standards.
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WEEK 3
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WEEK 4
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