Licensing agreements

A license permits specified use of rights while the owner retains ownership. An assignment transfers ownership of the agreed rights. The commercial aim, duration, control and future plans help determine the appropriate structure, including whether a transaction needs both types of document.

Related-party arrangements and cross-border royalty flows may require tax and transfer-pricing analysis. The contract should match the economic functions, rights and responsibilities being priced. We coordinate legal drafting with tax advice instead of treating a royalty clause as sufficient support for the tax position.

A franchise typically combines brand or know-how rights with a wider business format, operating requirements and support. The legal analysis follows the actual package and jurisdictions involved. Describing an arrangement as a license does not remove rules that apply to its substance.

The owner should be able to protect how the brand appears and what customers associate with it. Approval procedures, brand guidelines, reporting and remedies make those expectations usable. The controls should fit the product and distribution model rather than rely on broad promises that no one can administer.

Possible models include an upfront amount, recurring fees, sales-based royalties, milestones or combinations of these. The agreement should define the calculation base, deductions, currency, reporting, audit rights and payment timing. A royalty model should be tested against realistic commercial examples before signature.

They should identify the rights, products, customers, channels, field of use and geography covered, and explain what the owner retains. Minimum performance obligations may be relevant. Restrictions also need review under the applicable competition rules, particularly where multiple markets or distributors are involved.

The contract should address continued use, stock, customer commitments, sublicenses, confidential information, improvements and the transition to another arrangement. Different exit events may justify different consequences. Agreeing these points at the outset helps avoid a dispute when the commercial relationship changes.

Territorial IP rights, withholding taxes, competition rules, currency, local formalities and enforcement can all affect the agreement. Choice of law does not displace every mandatory local rule. We identify the markets that need local input and coordinate the contract with that advice.

Yes. We review it against the rights, business model and negotiating priorities. The main risks often sit in definitions, permitted use, ownership, payment mechanics and termination. A short document can work where those decisions are clear; length alone does not establish suitability.

The license connects the owner to the operating companies that use the assets. It should align with ownership records, actual functions, royalty support and the group’s governance. Transfers into the holding company and third-party restrictions may need to be resolved before the new licenses take effect.

These points should be agreed expressly. The contract can distinguish pre-existing assets from later developments and set the rights each party receives. Sublicensing permissions should address approval, permitted terms, responsibility for sublicensees and what happens to their rights when the main license ends.

We can prepare a term sheet, review ownership and restrictions, draft or negotiate the agreement and support implementation. The mandate can also cover amendments, assignments and termination arrangements. Valuation, technical review and jurisdiction-specific advice are identified separately where needed.