Article author
Charles Brecque
  • Updated

An Advocate License Agreement establishes the terms under which a company will license their product to an individual or a company for the purpose of advocating the product.

The parties accept a mutual duty of non-disclosure of confidential information. The licensor asserts ownership over the intellectual property rights of the product and a right to terminate the contract. Conversely,  the licensee undertakes to use the product solely for the specified purpose and collaborate with the licensor to evaluate the product.

Purpose

  • For Company to license product to Advocate for evaluation and extolment to third parties.

Core elements

  • Date of effect + duration
  • Nature and terms of license grant
  • Termination
  • Confidentiality
  • Royalties

Advocate’s rights and obligations

  • Has the rights expressly granted to it in Agreement.
  • To use product solely for specific purpose.
  • To inform the Company of product’s achievements.
  • To seek approval to reference product in publications.
  • To assist the Company enforce its IP rights when necessary.
  • Not to disclose the Company’s confidential information.
  • To indemnify the Company from damages connected to its use of the product.

Company’s rights and obligations

  • Right to immediate termination of Agreement.
  • Exclusive ownership of the product and its IP rights.
  • To use feedback from Advocate as they see fit.
  • Not to disclose Advocate’s confidential information.
  • Entitled to indemnity in claims for damage connected to Advocate’s use of product.

Lawyers to be used 

  • When licensee’s use of the product may infringe third parties’ IP rights, in which case it is advisable to seek indemnification from the Company.
  • When Advocate is based outside of England and Wales, as this may give rise to export issues and increase the geographical scope of IP protection needed.

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

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