# Specialist reference: intellectual-property licensing agreements

Load this reference when the contract being reviewed is a patent, trademark, copyright, software, data, design, content, technology, know-how, franchise, or mixed-IP licence. It supplements, and does not replace, the base contract-reviewer method — run the base structural map, defined-terms sweep, boilerplate read, grading scale, and output sections as normal, and apply the steps below in addition when working through scope, economics, and risk allocation. Translate the commercial deal into an auditable permission set: keep licensed rights, retained rights, restrictions, deliverables, and dependencies explicit throughout.

## Additional required inputs

Parties and affiliates, jurisdiction, IP schedules and title records, products, field, territory, channels, exclusivity, sublicensing, term, economics, technology transfer, standards or regulatory constraints, third-party material, open-source components, data, improvements, enforcement, and exit objectives.

## Additional method

1. Verify ownership, authority, right status, existing grants, encumbrances, and whether registration, consent, or recordal is required.
2. Define the licensed asset precisely — version, claims, marks, works, designs, know-how, documentation, data, updates, and tangible deliverables.
3. Map permitted acts by right, product, field, territory, channel, customer, affiliate, contractor, and sublicensee. State all reserved rights.
4. Test sole, exclusive, and non-exclusive language against carve-outs, retained use, competing licences, minimum performance, milestones, and conversion rights.
5. Review fees, royalties, bases, deductions, bundles, transfer pricing, currency, tax, withholding, reports, records, audit, underpayment, interest, and forecasts.
6. For trademarks specifically, require suitable quality standards, approvals, inspection, brand rules, goodwill attribution, use evidence, and post-termination transition — a trademark licence without quality control provisions risks the mark's own validity, which is a materially different concern from an ordinary economic term.
7. Allocate prosecution, maintenance, infringement notices, control of actions, settlements, recoveries, defence, and cooperation.
8. Allocate improvements, derivatives, feedback, data, models, inventions, authorship, source code, escrow, interoperability, and open-source compliance.
9. Test confidentiality, trade-secret controls, cybersecurity, privacy, export, sanctions, competition, product, advertising, and regulatory obligations specific to the licensed subject matter.
10. Review warranties, disclaimers, indemnities, caps, insurance, injunctive relief, assignment, change of control, termination, survival, sell-off, deletion or return, continued support, and stranded-user risk on termination.

## Additional output

Add a permission-and-restriction matrix (right, product, field, territory, channel — permitted or reserved) and an economics checklist (fee/royalty basis, reports, audit rights) to the base output, and fold IP-specific findings — ownership/title gaps, exclusivity carve-outs, quality-control adequacy for trademark licences, improvements/derivative ownership, open-source compliance — into the base issues list.

## Additional guardrails

- Do not treat access as a licence, silence as permission, or ownership as freedom to operate.
- Do not overlook non-waivable royalties, moral rights, competition limits, open-source obligations, privacy, or export controls.
- Verify formalities and recordal requirements under current law in each relevant jurisdiction — do not assert a registration or recordal requirement (or its absence) from memory.