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Cross Licensing Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that enables two or more parties to mutually license their intellectual property rights to each other. This document facilitates the exchange of patent rights, technology, know-how, and other intellectual property between organizations, typically in technology-intensive industries. The agreement includes detailed provisions for scope of rights, territorial restrictions, improvements, commercialization rights, and compliance with both Irish and EU competition laws. It addresses the complex interplay between different types of intellectual property rights while ensuring compliance with Irish intellectual property legislation and European Union regulations.

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What is a Cross Licensing Agreement?

The Cross Licensing Agreement is a sophisticated legal instrument used when two or more organizations wish to share their intellectual property portfolios for mutual benefit. This document is particularly relevant in technology-intensive sectors where companies hold complementary IP rights or need to navigate complex patent landscapes. Under Irish law, with consideration of EU regulations, this agreement type enables parties to grant each other rights to use their respective patents, trade secrets, know-how, and other intellectual property while maintaining their ownership rights. It's commonly used to resolve patent disputes, enable technology collaboration, or facilitate market access. The agreement typically includes provisions for future improvements, territorial restrictions, and competition law compliance, making it essential for organizations seeking to leverage their IP assets while managing legal and commercial risks in Ireland and the broader European market.

What sections should be included in a Cross Licensing Agreement?

1. Parties: Identification of the contracting parties and their registered addresses

2. Background: Context of the agreement, description of parties' business and IP portfolios, and purpose of the cross-licensing arrangement

3. Definitions: Definitions of key terms including Licensed IP, Field of Use, Territory, Technical Information, and Improvements

4. Grant of Rights: Mutual license grants, including scope, territory, and field of use restrictions

5. Payment and Royalties: Financial terms, including any balancing payments, royalties, and payment methods

6. Maintenance and Prosecution: Obligations regarding maintenance of Licensed IP and prosecution of new applications

7. Improvements: Treatment of improvements to Licensed IP and rights to such improvements

8. Representations and Warranties: Warranties regarding IP ownership, right to license, and non-infringement

9. Confidentiality: Protection of confidential information exchanged under the agreement

10. Term and Termination: Duration of agreement and grounds for termination

11. Post-Termination Obligations: Rights and obligations that survive termination

12. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and assignment

What sections are optional to include in a Cross Licensing Agreement?

1. Technology Transfer: Required when technical knowledge transfer is needed beyond IP licensing

2. Quality Control: Needed for trademark licensing or when product quality standards must be maintained

3. Regulatory Compliance: Required for regulated industries or products

4. Sub-licensing Rights: Include when parties need right to sub-license to affiliates or third parties

5. Patent Marking: Required when physical products are involved and patent marking is desired

6. Most Favored Licensee: Optional protection ensuring competitive license terms

7. Competition Law Compliance: Detailed competition law provisions for high-risk arrangements

8. Export Control: Required when technology transfer may be subject to export control regulations

What schedules should be included in a Cross Licensing Agreement?

1. Schedule 1 - Licensed Patents: List of patents and patent applications included in the cross-license

2. Schedule 2 - Licensed Trademarks: List of trademarks included in the cross-license

3. Schedule 3 - Licensed Copyright Works: Description of copyright works covered by the license

4. Schedule 4 - Technical Information: Description of know-how and technical information to be shared

5. Schedule 5 - Royalty Calculation: Detailed methodology for calculating any royalties or payments

6. Schedule 6 - Approved Sub-licensees: List of pre-approved sub-licensees if applicable

7. Appendix A - Form of Quarterly Report: Template for required periodic reports

8. Appendix B - Quality Control Standards: Detailed quality requirements if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Ireland

Publisher

Ƶ

Document Type

Patent

Sector

IP

Cost

Free to use

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Cross Licensing Agreement

An Irish law-governed agreement enabling mutual licensing of intellectual property rights between two or more parties, typically used in technology-intensive industries.

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