Article · 12 min read

10 Key Intellectual Property (IP) Licensing Agreement Terms

Michael J. Melvin and Patrick Kerr · McInnes Cooper Free Intermediate

A clean, plain-language breakdown of the ten terms that make up any license deal, so you can read the scope, exclusivity, territory, royalties, and termination levers before a lawyer bills you to explain them. It treats the grant clause as the whole game: what IP, what geography, what exclusivity, whether sublicensing is allowed, which is exactly where founders accidentally give away too much.

  • The grant clause defines everything: IP, territory, field of use, exclusivity, and sublicensing rights, so narrow each one deliberately.
  • Royalty terms should include your audit rights and who bears taxes, not just the headline percentage.
  • Non-challenge and change-of-control clauses decide what happens if your licensee gets acquired, so read them before signing.
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The question it answers

  1. How do I license my own IP to someone else (a partner, distributor, or another company) without giving it away?

Read with it

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  2. Real, downloadable license agreements from one of the most active tech-transfer offices in the world, including both an... Harvard OTD Template · reference Sample Licensing Agreements (Exclusive and Non-Exclusive) Harvard Office of Technology Development
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