Although it seems obvious, with all relevant information about the parties in one place, such as their legal names, the details of the negotiating party, and the legal addresses is a time saver when the final agreement is written. No more last-minute phone calls or emails to get information that should have been exchanged at the first meeting. Prepare the property first. If you are selling or buying a license for a product, make sure that ownership of that product is clearly stated in the agreement. Also, make sure that no one else uses the asset (z.B. a trademark) and that the trademark is registered or subject to copyright registration. You don`t want to enter into a licensing agreement and find out that someone else is questioning the property. The first legal documents that the licensee and the taker wish to present are confidentiality agreements and declarations of intent. Licensees must provide sufficient information about their technologies to interested parties. Given that licensees are legitimately concerned that their disclosures could be stolen from unethical licensees, it is understandable that they invite potential licensees to sign AND. However, licensees are often reluctant to sign AND, as they can already follow similar technologies. they do not want to rule out that another inventor will approach them in the future with a similar idea; and the idea could already be made available to the public.
When large companies execute NDAs, these agreements are usually stripped of their power. In some cases, it may be more serious for a taker to sign an NDA, since non-disclosure may apply to the licensee, but not to the licensee. Just as many generals proclaim that battles will be won or lost before they are fought, savvy negotiators realize that they should avoid fair fighting at the negotiating table. Instead, they should have the cards stacked in their favour before they get to the negotiating table. Think of the negotiations that followed when Donald Trump identified the Trump Tower construction site. The owner of the property was Leonard Kandell. Kandell was also an experienced real estate tycoon, who preferred to retain ownership of the land and lease it for the long term. Trump preferred to rent the country rather than own it directly. One would think that an agreement between Trump and Kandell could be reached relatively easily, because there has been a direction of interest. Trump knew, however, that a negotiation with Kandell without influence would not lead to optimal results. Before negotiating with Kandell, Trump negotiated the purchase of theft rights from Tiffany and Co. During these negotiations, Trump realized that Tiffany had an option to acquire Kandell`s property at fair market value.
Trump has made sure that option is included in the air rights agreement. As a result, Trump had a stick in the form of an option to acquire Kandell`s property if no favorable leasing conditions could be negotiated. The other sections of the checklist are the “Boilerplate” sections of the licence, although all of these conditions have been negotiated. In any event, the confidentiality provisions, the provisions relating to export control, the non-use of each party`s name by the other party, the conditions of non-compliance (or not), the infringements resulting in the termination of the contract and their effects, force majeure, the transfer, the beneficiary country clause, communications, integration, language, amendments , applicable legislation and timetables should be standard elements taken into account by each licensee. Start and end of the agreement. Say when the agreement will be reached and when it will end. Describe the possibility of a renegotiation and continuation of the agreement at the end of the agreement. Please consider the circumstances under which the agreement may expire before the expiry of the term.