Article author
Charles Brecque
  • Updated

The Agreement establishes the terms and conditions under which the Company and the Partner company will collaborate for a specified term. Each party agrees to grant the other a limited license to its background intellectual property.

The parties share certain obligations in regard to the other and a mutual right to terminate the contract. The parties also make certain representations and undertake duties under the Agreement.


  • For each company to grant the other a limited license to its background intellectual property in order for the companies to work together and broaden their customer bases.

Core elements

  • Date of effect + duration
  • Terms of the partnership
  • Nature of the license granted
  • Confidentiality
  • Indemnification
  • Intellectual Property rights
  • Termination 

Shared rights and obligations

  • Mutual right to terminate with 30 day notice.
  • Mutual duty of non-disclosure of the other’s confidential information.
  • Mutual obligation to indemnify against infringement claims brought by third parties.

Each party undertakes to

  • Use the other party’s background IP solely for the agreed purpose.
  • Seek written consent to identify the other party for purposes other than occasional marketing.
  • Comply with all relevant laws and regulations, including export control ones.
  • Bear its own costs for providing services under the Agreement.

Lawyers to be used

  • When the agreed Purpose involves the Partner’s use of the Company’s background IP in a way that makes the IP indistinguishable. In this case, lawyers are needed to ensure that the Company will continue to own its IP rights. 
  • When a company’s background IP is likely to become the subject of an infringement claim. Lawyers may be needed to procure the right to continue using the affected IP. 

Please don't hesitate to reach out if you have any questions or suggestions here.

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