SCOPE
Nature of exclusivity, territory, duration, field of use and who can use, related service/assistance
OBLIGATION TO USE
Include development obligatio / path and minimum performance criteria / standard
PAYMENT
Clearly set out royalty structure, payment obligation, audit rights and taxes
IP MANAGEMENT
Registration, maintenance, costs, enforcement, new registrations, disagreements, liability for infringements and reporting
PROTECT THE ASSET
Restrict challenges to the IP, ensure it remains confidential and audit use
PROTECT SPRINGBOARD USE
What happens to improvements? Are they licensed back, are they assigned back? How do royalties apply to improvements?
GOVERNANCE
Communication protocols - reports, meetings and dispute resolution
MANAGE YOUR RISK
Warranties, limitations of liability, product liability, insurance and termination rights