# Technology license agreement
> Source: https://legalcode.md/skills/legalcode-technology-license-agreement | [HTML version](https://legalcode.md/skills/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.

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.

This skill assists in the full commercial lifecycle of a technology and IP license agreement — from initial deal structure through drafting, negotiation, and execution. **Covers:** - Drafting and structuring technology license agreements (guided workflow) - Reviewing proposed agreements against market-standard commercial positions - Grant scope analysis: exclusive, non-exclusive, sole licenses; field-of-use and territory - Sublicensing rights: conditions, flow-down, survival on termination - Royalty structures: running royalties, milestone payments, minimum annual royalties (MARs), most-favored licensee (MFL) clauses, hybrid structures, royalty stacking solutions - Royalty base analysis: SSPPU vs. entire market value rule (EMVR) - Improvement and grant-back provisions with antitrust screening - Royalty audit rights: frequency, scope, cost allocation, underpayment thresholds - Source code escrow: trigger events, verification levels, SaaS alternatives - Patent exhaustion: Quanta, Impression Products, EU/UK divergence - IP indemnification: structure, remedy waterfall, caps and carve-outs - Termination effects on licensed rights and licensor insolvency protections (§ 365(n)) - Background IP vs. foreground IP delineation in technology development contexts **Does not:** - Perform competition law / antitrust screening under EU TTBER or US Sherman Act (see `legalcode-technology-license-review` for TTBER safe harbor analysis and SEP/FRAND) - Perform freedom-to-operate or patent validity analysis - Perform export control screening (ITAR / ...

## Jurisdictions

Global



---
*Legalcode -- legalcode.md*