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PLAYBOOK TEMPLATES
Trademark License Agreement
A Trademark License Agreement permits the use of a registered mark under defined quality and brand standards. This playbook covers negotiation of territorial rights, royalty models, and enforcement of brand integrity.
Warranties & Representations
Negotiation strategy
Ensure that the warranties cover all aspects of IP ownership and non-infringement. Push for broad representations to minimize risk exposure and secure indemnification clauses.
Limit the scope of warranties to what is reasonably verifiable. Avoid overly broad representations that could lead to significant liability. Consider including limitations on damages.
Essential elements
1
Chain of Title
Ownership of IP rights.
2
Non-Infringement
No third-party IP claims.
3
Authority to Grant
Right to license IP.
Action framework
ACCEPT
Propose edits if the warranties do not cover all necessary IP aspects or if the language is too restrictive.
EDIT
Reject if the warranties are insufficient or expose the licensee to undue risk.
ADD
Add clauses if warranties on chain of title, non-infringement, or authority to grant are missing.
PRO TIP
Always verify the licensor's IP ownership and ensure indemnification for any third-party claims.
Real-world examples
FAVORABLE
Comprehensive Warranties Clause
"The Grantor represents and warrants that it is the sole and exclusive owner of all right, title, and interest in and to the Intellectual Property, free and clear of any liens, claims, encumbrances, or other restrictions."
NEUTRAL
Standard Warranties Clause
"The Grantor warrants that the Intellectual Property is not subject to any outstanding agreements, licenses, or encumbrances that would conflict with the rights granted to the Grantee under this Agreement."
UNFAVORABLE
Limited Warranties Clause
"The Grantor provides no warranties regarding the non-infringement of the Intellectual Property."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that warranties are comprehensive and include indemnification for any potential IP disputes.
Cross-Border Agreements
Consider jurisdiction-specific IP laws and adjust warranties to ensure compliance and address additional risks.
Technology Startups
For startups, focus on securing broad warranties to protect against unforeseen IP challenges and ensure business continuity.
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WEEK 1
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WEEK 2
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WEEK 3
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Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
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