Intellectual property protection is an important point in respecting the rights of any person or company. It does not act as a material subject; therefore, the transfer of the right to use the result of intellectual work is carried out under special conditions. All rights and obligations, as well as liability, are governed by the license agreement. The licensee and licensor are participants in this transaction. It is important to understand what is the difference between them, what rights and obligations they possess, and also how their interaction occurs.
The concept of a license agreement
A license agreement is a special document on the basis of which the transfer of the right to apply a specific result of intellectual work from an inventor or author to another party is regulated.
The licensor acts as the transferring participant, and the licensee is the receiving party. The subject of the agreement may be various intangible objects.
The agreement between the licensee and the licensor describes in detail what rights and obligations they possess. It also provides basic information about how an intelligent product is transmitted and used.
What is the essence of the agreement?
An agreement drawn up between the licensee and the licensor is an official document, the terms of which should be clearly followed by each participant. He acts as a measure to protect the interests of both parties. Particularly much attention is paid to the transferor of the right, as he must be protected from fraud or encroachment on his property by other persons.
Who are the licensee and licensor? The difference between them is significant, since they are the opposite sides of the same transaction. One is the recipient of the intellectual product to use, and the other is its creator.
An agreement is drawn up solely on the basis of current legislation, since only in this case it is considered an official document with legal force. A license on the basis of a contract may be issued by the owner of the intangible product or by an organization with the appropriate authority.
Features of the agreement
The formation of this contract is carried out taking into account some nuances:
- the document lists all the conditions on the basis of which both parties can fulfill their obligations;
- the license agreement does not have territorial restrictions, therefore it is valid in different countries, unless otherwise indicated in it;
- the world patent system is used to regulate the contract;
- standard agreements can be concluded for various reasons, so a regular product sale contract can be drawn up or auctions can be held.
The rights of the licensor and the licensee are clearly established by this agreement. The first one receives a certain fee for the transfer of the created product, and the second can use the result of working with the object for personal needs, making a profit or other purposes.
The main types of agreements
There are several types of license agreements, each of which has its own nuances.
Type of agreement | Its features |
Patent license | It gives the right to use a certain subject, and it is an object of industrial property. Typically, the subject matter of the contract is represented by various inventions, devices, trademarks, unique latest designs or models. |
Know-how license | It involves the provision of the opportunity to use the latest technology, technical data or unique information on the basis of which production is simplified or cheapened. This allows you to reduce the cost of production, improve its quality or take advantage of other advantages. |
Mixed license | It involves the transfer of the right to use any invention and the simultaneous use of the latest technology, without which it is impossible to use this subject. |
An agreement between a licensee and a licensor is a complex document that must take into account not only the type of license, but also its type, depending on the volume of transferred rights. Depending on this parameter, agreements may be:
- non-exclusive, otherwise called simple licenses, on the basis of which there are several licensees who receive the right to apply the results of intellectual activity;
- exceptional, for which only one licensee can use the rights received, so even the licensor refuses to use this product;
- full - the licensee, by agreement, becomes the sole user of the object, and for a certain period the licensor cannot transfer these rights to other persons;
- open - any company or private person, when paying the right amount of money, can use an intellectual product for any purpose.
The cost of the result of intellectual activity depends on the type of document.
Where do license agreements apply?
The contract between the licensee and the licensor is a popular contract used in various fields of activity. It can be compiled not only by companies, but also by individuals.
The most popular are contracts formed in relation to various software.
Parties to the agreement may be different inventors, creative personalities or authors. On the other hand, there are not only commercial firms, but even the state. The main purpose of such an agreement is to make a profit.
Contract Payments
The calculation of the payment paid to the owner of the product is made in different ways:
- taking into account the economic effect of the application of the license;
- calculation of the invariable amount stipulated in the contract.
The contract may stipulate the share of the licensor in the profits of the licensee. Such participation is represented by the transfer of some of the profit to the licensee, if it was obtained as a result of the application of the license. Typically, this proportion is set between 20 and 30 percent if the license is exclusive.
What is a sublicense agreement?
Often a license agreement indicates the possibility of forming a sublicensing agreement. Usually a separate item is highlighted for this.
The licensee-licensor and the sub-licensee-sub-licensor are different parties to two agreements drawn up with respect to one intellectual product. When forming a sublicense contract, the nuances are taken into account:
- the licensee may transfer the right to use the facility to other persons;
- the sub-licensee receives only those rights to use the item that are specified in the framework of the original license agreement;
- for all actions of the sub-licensee, the licensee is responsible to the owner of the subject;
- the validity period of the sublicensing contract cannot be longer than the period for which the license agreement was concluded.
The licensor-licensee and the sub-licensee-sub-licensor draw up different contracts, and the differences in them are presented by the subject composition, and often the duration.
What is the subject of agreements?
The subject of these contracts can be various inventions, technologies, knowledge and even experience, as well as trademarks and other similar objects.
The licensee cannot challenge the rights of the licensor, therefore it is obliged to protect and recognize them. To do this, the object is described in detail in the contract.
Conclusion
Thus, the licensee and the licensor are parties to the same agreement. It is formed to transfer the result of intellectual activity for temporary use from the owner to a third party. There are several types of such agreements that differ in different parameters. It is even possible to draw up a sublicense contract, but this should be indicated in the original contract. Contestation of the rights of the inventor or author is not allowed.