The value of intellectual property often lies more in licensing rights to the property or selling it outright to others, and less in one’s own use. Such arrangements require exceptional skill and judgement to negotiate, draft, execute, and review – especially if they occur across borders and jurisdictions.
There are two chief manners of selling rights in one’s intellectual property. The first is through the selling rights which is in an all-out sale. Within this route, you transfer all of your rights in the property to another. This is very similar to selling a home or car. In this case, all rights are surrendered to the other party permanently. The buyer becomes the new legal owner of the property.
The second is through a licensing arrangement. Through this, specific rights in the property are allocated to another. The rights may be contracted temporarily or permanently. You can tailor them as narrowly or broadly as you wish. Yet, despite the scope of the license, you continue to be the owner and author of the property.
Whether choosing an all-out sale or a license, steering through the legal procedures of an agreement comprises a time-consuming and complicated process. It doesn’t matter if you are dealing with an experienced company or a young novice – doing it alone can prove a costly business decision.
A Multi-Tiered Process
Several spheres of legal proficiency is involved in the process of selling or licensing one’s intellectual property. From the initial offer to an executed and binding licensing or sale agreement involves the following stages:
Negotiation: Starting with offers to sell or license to a full IP transfer contract can prove difficult. Whereas most offers are framed as “take it or leave it”, the truth is that you often have many more options than the other party would want you to believe. We can help negotiate the terms for you, if you are not satisfied with the terms of an offer, or just need to work out the fine-print. This comprises drawing up a list of enforceable terms, and thoroughly negotiating with opposing counsel to get you the best deal you can get.
Drafting: After you have an agreement with a seller or buyer, the deal still must be formalized into a binding contract. While you may think the deal is settled, it will be tough to hold the other party to the agreed upon terms. Getting from an offer or agreement, to a binding contract can be tricky. We can help – by drafting a contract that communicates the totality of your agreement, in a form carefully tailored to protect your interests and within the limits of the law of the land, and if required, proceed with a CISG compliant contract.
Execution: When a licensing or sales contract is negotiated and written, it still must be executed to become binding. While performance is usually a simple process, making deals across borders can make this process a cumbersome ordeal. Our attorneys work to enable the execution of contracts across borders, to ensure that the necessary formalities for all appropriate jurisdictions are met to solemnize your agreement and make it enforceable.
We Can Help!
Going through the process of licensing and sale agreements unaided can prove difficult without experienced legal advice. But we are here to help.
At Kashyap and Kashyap, our offices can help with crafting the perfect licensing or sales agreement for you, whether short term or permanent, partial or complete. Our legal staff is fully qualified and will be with you every step of the way, whether your material is patented, trademarked, copyrighted, or unprotected. We also provide wide-ranging review services for denied applications – helping with any appeal options or alternative application processes.
Our offices use only the most selected and qualified corporate lawyers available, trained and licensed in both the US and India. We provide these legal services through our New Delhi and Gurgaon offices, online, as well as in-person, onsite visits for larger international corporations.