Best Efforts (we caution) Reasonable efforts (sometimes the same meaning as “appropriate commercial efforts”) has been defined to exclude commercial considerations Reasonable commercial efforts (i.e. not making commitments if the taker does not benefit) From when is the license effective? The date the law was signed Or indicate the date: whatever you do, don`t rush. There is really no reason to hurry. Take the time to understand what your potential partner needs, ideally by asking your questions over the phone. Start a positive dialogue. One of the biggest mistakes I make as an inventor when they work on a term sheet is to ask too early. By that I mean asking for a high down payment, having all the improvements to the concept and large minimum guarantees. Should the contract with existing stocks agree on termination/termination? No, no, no, no, no If so, at the end of the cancellation: b. Do you want to degenerate the amounts in the table above? No, no, no, no, no If so, what percentage per year? In other cases, an arbitration procedure is used to make legal proceedings cumbersome (i.e. choosing a country that is neither common to the licensee nor the licensee). Arbitration procedures may be faster than normal court proceedings, but they are generally more expensive. If the designs are granted, the licensee will be granted the right: Get rid of the offer of the protected article to eliminate the protected article (i.e.
advertising) Use the protected article Import the protected article Where the licensee was found by a competent authority to violate a third party`s IP, is the licensee allowed to terminate that contract? No Yes Can the licensee grant sub-licenses throughout the territory? No Yes, if so: are sublicensings automatically terminated with termination/termination of this main contract? No Yes Is the licensee subject to any special restrictions? (z.B. “The takers cannot sell ABC products to XYZ”) No Yes, if so, do you describe the restrictions: does the licensee acknowledge that all the know-how necessary to exercise his rights under the licence was provided by the licensee? No Yes As a fixed amount per product manufactured or sold (depending on the first occurrence) / process used/ method used. If so, what is the amount payable per product manufactured or sold (depending on the first entry) / method used/method used? Damage resulting from the licensee`s behaviour, action or inaction? Product liability claims? The licensee maintains the IP in effect at its own expense (this option is preferred) The licensee retains the current IP at its sole discretion and cost The licensee maintains the IP in effect at its own expense for the duration of the contract As a fixed amount by “trigger” (defined below) “Trigger”: (z.B. “Elimination of a warehouse by the licensee at XYZ, which falls within the scope of intellectual property) By edifying my questions in this way, I can more or less fill out a concept sheet myself with their answers. There may be some things on which we need to continue the negotiations. But this approach allows me to continue my next step, the application for a licensing agreement. Will the licence be terminated if there is only know-how left? No Yes Is confidential information disclosed to the licensee subject to confidentiality obligations? No Yes Yes If a minimum performance criterion is not met: does the licensee have the choice of making a lump sum payment to compensate for the deficits in the minimum payments and thus depriving the donor of his right to terminate his licence? Is the licensee automatically responsible for the payment of the deficit without affecting the termination rules? Does the licensee automatically accept the right to terminate the contract without the purchaser having the opportunity to remedy the deficit by paying a lump sum? Will the license be automatically converted to a non-exclusive license without affecting the termination clauses? In the affirmtiv