Licensing allows one company to have access and use proprietary rights of another company. By way of example, a company can license another company's business concepts, know-how, patents, trademarks, copyrights, name or software.

The "Licensor" is the party that owns the rights. The "Licensee" is the party that wants to license the rights.

First, consider the business and technical aspects of the license. Both sides should evaluate the other's business, needs and goals and determine whether the licensing will create a win-win business relationship. For example, will the Licensee improve productivity, sales or its business position by licensing the rights? Can the Licensor match Licensee's needs? Will the Licensor's business improve or will a bad Licensee hurt Licensor's goodwill?

While different kinds of licenses, such as a trademark license versus a software license, will have some specific differences in use and terms, some general considerations will help evaluate the contractual aspects of a Licensing Agreement.

Consider some of the license terms.

What are the Licensee's rights and what exactly is the Licensee licensing?
Does the Licensee have an exclusive right or are there others that can also license the rights?
Are there territory limitations or noncompete provisions?
What are the Confidentiality and Non-Disclosure provisions?
Are there restrictions on the use of the rights?
Are the rights assignable, transferable or sublicensable?
What support or material will the Licensor provide?
What quality control requirements or standards does Licensor have?
Will the Licensor get involved in inspecting and supervising Licensee's use?
What is the fee or royalty structure and when are payments due?
What are the Licessee's obligations?
What notices does the Licensee need to provide?
If the Licensee makes improvements or modifications, will these belong to the Licensor?
How will the License terminate?

Mr. Cooke works with his clients to evaluate and pursue licensing opportunities. To contact Mr. Cooke, call him at (312) 497-9002 or email him at "gc@Cookeslaw.com".

Representation of individuals and businesses at $300.00 per hour.

As examples of Mr. Cooke's work, he has:

Worked with an American inventor in developing a joint venture opportunity with a Japanese manufacturer to sell the invented product worldwide. Ultimately, the parties decided on an international licensing agreement instead of the Joint Venture.

Prepared and evaluated software licensing agreements for a client software developer.