Acknowledgments | p. iii |
About the Author | p. xi |
Prologue...One Dark and Rainy Afternoon | p. xiii |
Demystifying the Intellectual Property License | p. 1 |
Chapter Overview | p. 1 |
No Experience Required | p. 1 |
"What Manner of Creature is This ... This ... License Agreement?" | p. 3 |
Know What You're Licensing | p. 5 |
Chapter Overview | p. 5 |
The "It" Behind the License | p. 5 |
Patents | p. 7 |
Copyright | p. 10 |
Trademark | p. 12 |
Trade Secrets | p. 14 |
Hark! Why Goest Thou There? | p. 19 |
Chapter Overview | p. 19 |
A Healthy Dose of Practical Existentialism | p. 19 |
The Licensor | p. 20 |
The Licensee | p. 23 |
Check Your Powder-Understand Your Leverage | p. 27 |
Chapter Overview | p. 27 |
Bargaining Strength-What Is It? Who Has It? Who Wants It? | p. 27 |
The Chosen Ones-Who May Use the IP? | p. 29 |
Chapter Overview | p. 29 |
The Great Rake Challenge | p. 30 |
"Exclusive" License vs. "Nonexclusive" License | p. 31 |
What Is the Licensor's Perspective? | p. 31 |
What Is the Licensee's Perspective? | p. 33 |
What Is the Applicable Law? | p. 34 |
Drafting Tips and Sample Clauses | p. 35 |
Transferable versus Nontransferable | p. 37 |
What Is the Licensor's Perspective? | p. 37 |
What Is the Licensee's Perspective? | p. 38 |
What Is the Applicable Law? | p. 39 |
Drafting Tips and Sample Clauses | p. 40 |
Access: Who May Actually Use the Intellectual Property? | p. 42 |
What Is the Licensor's Perspective? | p. 43 |
What Is the Licensee's Perspective? | p. 44 |
What Is the Applicable Law? | p. 45 |
Drafting Tips and Sample Clauses | p. 46 |
Time Is Money-For How Long May the IP Be Used? | p. 49 |
Chapter Overview | p. 49 |
Duration: Perpetual vs. Term | p. 50 |
What Is the Licensor's Perspective? | p. 51 |
What Is the Licensee's Perspective? | p. 54 |
What Is the Applicable Law? | p. 54 |
Drafting Tips and Sample Clauses | p. 56 |
When In Doubt, Read the Instructions: How May the IP Be Used? | p. 57 |
Chapter Overview | p. 57 |
For Whose Benefit? | p. 57 |
What Is the Licensor's Perspective? | p. 59 |
What Is the Licensee's Perspective? | p. 59 |
What Is the Applicable Law? | p. 60 |
Drafting Tips and Sample Clauses | p. 60 |
Permitted Uses/Restrictions on Use of the Intellectual Property | p. 62 |
What Is the Licensor's Perspective? | p. 63 |
What Is the Licensee's Perspective? | p. 64 |
What Is the Applicable Law? | p. 64 |
Drafting Tips and Sample Clauses | p. 65 |
From Main Street to Moscow: Where May the IP Be Used? | p. 69 |
Chapter Overview | p. 69 |
What Is the Licensor's Perspective? | p. 70 |
What Is the Licensee's Perspective? | p. 71 |
What Is the Applicable Law? | p. 71 |
Drafting Tips and Sample Clauses | p. 71 |
Don't Forget ... Important Contractual Provisions | p. 73 |
Chapter Overview | p. 73 |
Export/Import Regulations | p. 73 |
What Is the Licensor's Perspective? | p. 77 |
What Is the Licensee's Perspective? | p. 77 |
Drafting Tips and Sample Clauses | p. 78 |
Warranties | p. 78 |
What Is the Licensor's Perspective? | p. 80 |
What Is the Licensee's Perspective? | p. 80 |
Drafting Tips and Sample Clauses | p. 81 |
Indemnification | p. 82 |
What Is the Licensor's Perspective? | p. 83 |
What Is the Licensee's Perspective? | p. 85 |
Drafting Tips and Sample Clauses | p. 85 |
Limitation of Liability | p. 86 |
What Is the Licensor's Perspective? | p. 86 |
What Is the Licensee's Perspective? | p. 87 |
Drafting Tips and Sample Clauses | p. 87 |
Epilogue ... The Clouds Have Parted | p. 89 |
Sample Agreements | p. 91 |
Software License Agreement (Point-in-Time Transaction) | p. 92 |
Master Software License Agreement (Multiple Purchases) | p. 98 |
Patent License Agreement | p. 105 |
Confidentiality and Trade Secret License Agreement | p. 113 |
Trademark License Agreement-Reseller/Distributor (Term License) | p. 119 |
Trademark Co-License/Co-Marketing Agreement | p. 128 |
Product Certification and Trademark License Agreement | p. 139 |
Copyright License Agreement | p. 149 |
OEM License Agreement | p. 155 |
Hosting/Application Service Provider License Agreement | p. 163 |
Value-Added Reseller/Distributor License Agreement | p. 171 |
"Clickwrap"/"Shrinkwrap" Software License Agreement | p. 182 |
Website Terms of Use | p. 185 |
Collaboration Agreement | p. 191 |
Index | p. 199 |
Table of Contents provided by Ingram. All Rights Reserved. |
The New copy of this book will include any supplemental materials advertised. Please check the title of the book to determine if it should include any access cards, study guides, lab manuals, CDs, etc.
The Used, Rental and eBook copies of this book are not guaranteed to include any supplemental materials. Typically, only the book itself is included. This is true even if the title states it includes any access cards, study guides, lab manuals, CDs, etc.