Skill

legalcode-technology-license-agreement

Structure, draft, review, and negotiate technology and IP license agreements covering the full commercial deal lifecycle across US, EU, and UK frameworks. Use when drafting a technology license from scratch, reviewing a proposed agreement for deal-term acceptability, or advising on the commercial structure of a patent license, software license, know-how license, technology transfer, or mixed-IP bundle license. Deep analysis of: grant scope (exclusive, non-exclusive, sole), field-of-use restrictions, territory and sublicensing rights, royalty structures (running royalties, milestones, minimum annual royalties, hybrid structures, MFL clauses), royalty base and SSPPU analysis, improvement and grant-back provisions (antitrust-screened), royalty audit rights, source code escrow (trigger events, verification levels, SaaS alternatives), patent exhaustion (Quanta/Impression Products, EU/UK divergence), IP indemnification (structure, remedy waterfall, caps, carve-outs), and termination effects on licensed rights including licensor insolvency protections under 11 U.S.C. § 365(n). Produces GREEN/YELLOW/RED severity-classified findings, deal-term redlines, royalty negotiation guidance, and a Glass Box audit trail. Complements legalcode-technology-license-review (which focuses on antitrust/TTBER compliance and competition-law screening); this skill focuses on commercial deal structure and IP rights mechanics. Triggers on any request to draft, review, structure, or negotiate a technology license, IP license, patent license, technology transfer agreement, software license (perpetual, subscription, SaaS), or know-how license.