We ensure that intellectual property rights are comprehensively addressed with specific IPR clauses in all the manufacturing agreements, license agreements, and franchise agreements we draft.
Manufacturing agreements and license agreements
A manufacturing agreement is a contract where one party (usually the owner or holder) grants another party the right to manufacture products based on intellectual property rights, such as patents, copyrights, or trademarks. A license agreement gives another party the right to use a specific intellectual property under certain conditions. The license agreement defines how and to what extent the licensed property can be used. License agreements are common, especially in the fields of trademarks, software, copyrights, patents, and other intellectual property rights. A license agreement is an important document that helps protect the rights and interests of both the licensor and the licensee.
Examples of assets covered by a license agreement include:
- Trademarks: The right to use a specific trademark in certain products and/or services and their marketing.
- Copyrights: The right to use specific content or creative works.
- Franchising: The right to use a specific brand, business model, and products in a business.
- Software: The right to use specific software.
- Patents: The right to use a specific invention.
Typically, a manufacturing or license agreement covers at least the following aspects:
- Parties: The licensor (owner) and the licensee (user).
- License Subject: Specifies exactly what product, service, or technology the license agreement pertains to.
- Usage Rights: Defines the scope of usage rights, such as the usage area, duration, purpose, and any possible restrictions on use.
- Compensation: Agreed compensation (royalty) that the licensee will pay to the licensor for the use of the license. This could be a lump sum, monthly payment, percentage of sales, or other agreed payment method.
- Usage Restrictions: Precisely defines where, how, and by whom the licensed property may be used.
- Intellectual Property Ownership: States that the licensor retains ownership of the licensed property.
- Warranties and Liabilities: Specifies any warranties and liabilities provided by the licensor regarding the licensed property.
- Other Terms and Conditions: May define other terms and conditions, such as changes, updates, support services, and maintenance related to the licensed property.
- Termination of the Agreement: Defines the conditions under which the agreement can be terminated, including any potential penalties and rights to reclaim the licensed property.
- Duration of the Agreement: Specifies how long the license agreement is valid.
- Applicable Law and Dispute Resolution: Agreed on the applicable law and how any disputes will be resolved.
Franchise Agreements
In a franchise agreement, a company (franchisor) grants another company (franchisee) the right to use its brand, business concept, and operational models in a specific area or location.
The purpose of such an agreement is to expand the business without the franchisor having to directly invest in new locations. The franchisee, in turn, benefits from a ready and tested business model and brand recognition. Strict adherence to the agreement and mutual cooperation between the franchisor and franchisee are emphasized in franchise agreements.
Typically, a franchise agreement covers at least the following aspects:
- Parties
- Brand Usage Rights: Defines how and to what extent the franchisee may use the franchisor's brand, name, logos, and other brand elements.
- Geographical Restrictions: Defines the areas or locations where the franchisee is allowed to conduct business.
- Initial Fees and Royalties: The franchisee usually pays an initial fee to the franchisor when the agreement is signed. Additionally, the agreement specifies ongoing royalty payments that the franchisee must make to the franchisor for continuing to operate the business.
- Operational Models: Precisely defines how the business should be operated, including product or service quality standards, operational processes, pricing, and marketing.
- Training and Support: The franchisor usually provides training and support to the franchisee to help them succeed in their business. The agreement defines what kind of training and support is offered and how it will be provided.
- Duration and Termination Conditions: Specifies how long the agreement is valid and the conditions under which the agreement can be terminated, such as for violations or other reasons.
- Renewal and Modifications: Defines the conditions for renewing the agreement and any possible changes to the agreement.
- Applicable Law and Dispute Resolution: Agreed on the applicable law and how any disputes will be resolved.