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PLAYBOOK TEMPLATES

Patent License Agreement

A Patent License Agreement grants rights to use, manufacture, or sell an invention covered by a patent. This playbook focuses on negotiating royalty structures, field-of-use restrictions, and ownership of improvements.

Ownership & Derivatives

Why This Matters: Failure to secure clear ownership of improvements can result in disputes over rights and block further commercialization or development.

Negotiation strategy

If you're the Licensor:

Ensure that all improvements and derivative works are clearly assigned to the Company. Negotiate for a non-exclusive, royalty-free license for any Contractor-owned improvements.

If you're the Licensee:

Secure ownership of any improvements or derivative works created by the Contractor. Propose joint ownership terms for jointly developed IP.

Essential elements

1

Background IP Ownership

Retain original IP ownership.
2

Improvements Ownership

Assign ownership to creator.
3

Joint Development Terms

Plan separate agreement.

Action framework

ACCEPT

Propose edits if ownership terms are unclear or unfavorable.

EDIT

Reject if ownership of background IP is transferred.

ADD

Add clauses for joint development agreements.

PRO TIP

Always clarify ownership and licensing terms to prevent future disputes.

Example clauses

FAVORABLE

Clear Background IP Ownership

"The ownership of any Background Intellectual Property shall remain with the original owner."
NEUTRAL

Negotiated Improvements Ownership

"Any improvements or derivative works developed during the term of this Agreement shall be owned by the party that creates them."
UNFAVORABLE

"Jointly developed IP shall be owned equally without further agreement."

High-Risk Projects

Fallbacks

Cross-Border Collaborations

Address jurisdictional differences in IP laws to ensure enforceability of ownership terms.

Startup Partnerships

For startups, prioritize flexible licensing terms to accommodate future growth and pivots.

Licensing & IPPlaybook Template (Pro both parties)

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