IP licensing agreements and buying IP rights

We will write the licensing agreement that says what the other side may do with your work, for how long and on what terms — or check the one you are being asked to sign.

 

Licence recordal

Запись лицензии

18 months to reject it

18 месяцев на отклонение

Change of owner

Смена владельца

3 months to fix gaps

3 месяца на недостатки

When you need a licensing agreement

A partner wants to use your name

A partner asks to put your brand on their product. Without a written scope, the only limits are the ones you named in a chat.

You are buying someone else’s product

The deal is worth what comes with it. If the rights move to you in one document and stay with the author in another, you bought the second one.

A publisher offers you a contract

The draft is written for the publisher. It names markets, languages and formats you may not have thought about, and it decides what happens when the deal ends.

Royalties arrive without a statement

Money comes in, but nothing says how it was calculated. A licence without a reporting duty leaves you to trust a number you cannot check.

You licensed the same thing twice

Two partners each believe they are the only licensee. Exclusivity that was never written down can turn into a claim from whichever of them finds out first.

What you get

  • A licence with named limits
  • Money with a reporting duty
  • An exit that returns rights
  • One list of what transfers

What a licensing agreement has to settle

What exactly is licensed

A licence is only as wide as its list. We will name the assets one by one — the mark, the code, the artwork, the text, the recordings — and say for each of them whether it is registered and in whose name it stands. Whatever is left off the list stays with you, and that sentence belongs in the agreement too.

Scope, territory and time

Then the limits. Which goods and services, which markets, which languages and formats, for how long, and whether the other side may pass the permission on. A brand licence is written against the goods and services named in the registration, so “brand” turns into a defined list.

Money and what proves it

A royalty is a formula, and a formula needs a base, a rate and a date. Next to it goes the duty to report: what the statement shows, how often it arrives, and what you may check when the numbers look wrong. The statement is also where the base is proved — what was sold, where, and what was deducted before the rate applied.

Quality and the name

Where the name travels with someone else’s product, quality control is the substance of the deal: the buyer reads the mark as a sign of who stands behind the goods. The agreement says which standard applies, who approves samples, and what happens when goods fail it.

What the register shows

An international registration can carry a recorded licence, and the record can say whether it is exclusive or sole and how long it runs — the names of these modes differ between legal systems, and what binds you is the agreement. The office of a country the licence was granted for may declare that record ineffective there, within 18 months of being told about it; a request to change the owner is treated as abandoned when gaps are not fixed within three months.

Who owns what before the deal is an intellectual property audit; getting the rights in the first place is registration; a licence already broken is claims and responses.

What we will need from you

  • Registrations and applications covering the asset
  • Contracts with authors and contractors
  • Permissions you have already given
  • The other side’s draft, if there is one

Where a document is missing, we will say what stands in its place.

Licence or transfer of rights

Non-exclusive licence

You keep the asset and keep using it, and you may license the same thing to other people. The licensee receives permission and nothing beyond permission.

Sole licence

One licensee, with you beside them. Everybody else is shut out of the agreed scope; you are not.

Exclusive licence

One licensee, and you step back as well: inside the agreed scope you give up your own use for the term of the deal.

Transfer of rights

The asset leaves you for good and the buyer becomes the owner. Anything you still want to do with it afterwards has to be written back into the deal.

Sources: under Singapore Treaty on the Law of Trademarks an office may not demand the licence contract, its translation or its financial terms, and an unrecorded licence stays valid. Under the Madrid Protocol Regulations a designated office may declare that record ineffective within 18 months, and a request to change the owner is abandoned if gaps stay unfixed for three months.

Stages of work

Reading what you own — 2–3 working days.

We will start from the asset, not from the draft. Registrations, contracts with the people who made the work, earlier permissions given by email: the licence can only give away what you actually hold.

Deciding what you are ready to give.

You tell us the deal you want; we will turn it into limits. Which part of the asset, for which goods and markets, for how long, and what you keep for yourself while the licence runs.

Drafting the grant and its limits.

The grant clause is the page everything else hangs on. We will write it so that a reader who knows nothing about your business can tell what the other side may do and where that permission stops.

Money, reporting and the right to check.

We will set the base and the rate, the dates the money moves, the statement that comes with it, and what happens if it does not: interest, suspension of the licence, or the end of it.

Signing, and what gets recorded.

Some deals need a step at a register — a change of owner, or a licence entered against a registration. We will prepare the request and watch its deadlines.

Living with the licence.

Then the boring part that decides the value: statements arrive, quality is approved, the term runs out or renews. We will keep the calendar and warn you before each date.

Our case studies

Group Structuring for Mobile Game Developer

Client

Mobile game developer with 50M+ downloads

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International Group Structuring for Pharmaceutical Chain

Client

Major pharmaceutical chain (CIS and UAE)

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Global Reseller Agreement for 3D Animation Software

Client

Large gamedev company developing 3D animation software

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Polish Player Claim Defense for Global Gamedev Company

Client

International gaming company with 50M+ players

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Leaders of the Area

Alexandra Kurdyumova

Alexandra

Kurdyumova

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Anton Karpenko

Anton

Karpenko

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FAQ

What is the difference between a licence and an assignment?
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Is an exclusive licence the same as a sole licence?
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Do I have to record a licence anywhere?
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Can a licence be made irrevocable?
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the Task

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we’ll help you with it in any jurisdiction.

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