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Why should a firm be cautious about entering a licensing agreement?Licensing severely limits a firm's ability to do this. A licensee is unlikely to allow a multinational firm to use its profits (beyond the royalty payments) to support a different licensee operating in another country.
What is a Licensing Agreement? A licensing agreement is a contract between two parties (the licensor and licensee) in which the licensor grants the licensee the right to use the brand name, trademark, patented technology, or ability to produce and sell goods owned by the licensor.
An example of a licensing agreement is a contract between the copyright holders of software and another company, allowing the latter to use the computer software for their daily business operations.
A Non-Exclusive Licence grants to the licensee the right to use the intellectual property, but means that the licensor remains free to exploit the same intellectual property and to allow any number of other licensees to also exploit the same intellectual property.
An exclusive license agreement covers a license that is limited to a specific field or subject, such as a market, territory, length of time, or context.The licensor can issue an unlimited number of licenses that have different rights within the same field, or licenses with the same rights in a different field.
An exclusive license grants the licensee singular permission to exploit the intellectual property in question.Non-exclusive licenses allow more latitude in the number of licenses granted while allowing the licensor to retain the rights to further develop and exploit its own intellectual property.
Similarly, an exclusive license means that only the licensee can use the license. This exclusivity provides a major business advantage, ensuring that the exclusive distributor or licensee will not face any competition from other companies distributing the same product or using the same license.
Do your homework. Before you begin negotiating, you need to understand your licensee's business. Start with a term sheet. Manage your expectations. Be patient. Have a win-win attitude. Don't lose your sense of humor. Remember to hold something back. Put yourself in their shoes.