A licensing agreement is a contract between you, a licensor, and another party, a licensee, that permits them to use your intellectual property. For starters, this agreement should state exactly what property can be used (i.e., your trademark, copyright, or your entire brand), how this property can be used, and how you will be compensated for its use. But the details should go beyond just this. Continue reading to learn the important elements of a licensing agreement and how an experienced New Jersey licensing agreement lawyer at The Ingber Law Firm can assist you in drafting one.
What are the key elements of a licensing agreement?
When drafting your licensing agreement, it is important to include terms and conditions regarding payment, subsidiary licensing, exclusivity, quality assurance, and time period.
For payment, you must include the percentage of profit that both you and the licensee will earn from the sold property. With this, you must state how and when these payments will be distributed. Additional terms that must be discussed include any applicable inflation and exchange rates.
As far as subsidiary licensing goes, you must include a clause that has the licensee grant permission for other individuals or entities to use your property at the same time. For example, if your property is an article, book, or song, you may want to have another licensee simultaneously have access to it.
On a similar note, if a licensee does not wish to grant permission for subsidiary licensing, an exclusivity clause may be necessary. Such exclusivity will set restrictions regarding when and where you can sell your property, which usually includes you not being able to sell it to any of the licensee’s competitors.
Then, you must include terms and conditions for quality assurance so that you can ensure your property is being used appropriately. For example, if you have a certain way of manufacturing or distributing your property, you may state that you have the right to remove your property from the licensee’s market if it does not meet your test standards.
And lastly, you must include the time period in which this licensing agreement will last. More specifically, you may state that once a certain date has passed, the licensee is no longer allowed to manufacture, distribute, and/or profit from your property.
How can a New Jersey licensing agreement lawyer help me?
First of all, a skilled New Jersey licensing agreement lawyer can help you ensure that you have established proper ownership of your property (i.e., trademark, copyright, etc). This is important to do even before considering entering into a licensing agreement. From here, a lawyer can help you fully understand what you are agreeing to when entering into this contract. But above all else, they will help you negotiate a fair contract with fair terms of payment, subsidiary licensing, exclusivity, quality assurance, and time period.
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