Head of Agreement

The “Head of Agreement” document is crucial in a technology negotiation because it sets out the main terms and conditions clearly and concisely, provides a framework for subsequent discussions, allows the feasibility of the agreement to be assessed, provides an initial commitment without definitive obligations, and streamlines the negotiation process by focusing on resolving specific points at the outset.

why the “Head of Agreement” document is important in a technology negotiation.

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Head of Agreement

Licence option

If the contract includes an option to obtain a license, indicate whether it is exclusive or not. This option is granted at the time of signing the contract. In case the main agreement is a license, there may be a provision in the license agreement to license other aspects of the technology, such as improvements, future products, additional patents, additional uses of patents, additional territories, etc.

Exclusivity

Scope of lic ence

Exclusivity can be granted without transferring exclusive rights over the entire intellectual property. The various types of exclusive rights can be fragmented by defining specific rights that conform to the following terms: Scope, Territory and Duration.

The license must be detailed, using several criteria to clearly define its scope, such as specifying territories, areas of application and level of exclusivity, if applicable (see “Scope” in the “Exclusivity” section below). Exclusivity: Exclusive License: the licensee is the only one authorized to use the intellectual property as stipulated in the license agreement. Not even the patent holder may use it for the application defined in the agreement. - Sole license: The licensee is the sole recipient of the license to use the intellectual property, although the licensor may also have rights of use. - Non-exclusive license: The licensor retains rights to use the intellectual property, in addition to having the right to license others to use it. Option (exclusive or non-exclusive): If an option to license the intellectual property is granted, the licensor must decide whether to offer an exclusive or non-exclusive option (allowing it to grant options to others).

Right of first refusal

The licensee may be interested in obtaining the license, but may not be sure whether to accept it. Therefore, the licensee may choose to grant a right of first refusal, which means that if it receives an offer from someone else, it must first offer the license to the original interested party. If that party rejects the offer, then it can consider the second party's offer and grant the license if it chooses to do so.

If there is a licensing option, set a time frame that allows the licensee to conduct the necessary research on the patent applications and technology. Specify what event will trigger the exercise of the option: generally, the licensee's filing of the application by a certain date, or the delivery of an evaluation report or other relevant information.

Option term on license