Drafting know-how license agreements manually requires extensive research across multiple legal resources, careful attention to IP-specific clauses, and hours of formatting and citation work. Attorneys must balance protecting trade secrets with granting appropriate usage rights, while ensuring compliance with jurisdiction-specific requirements and industry standards.
Drafting comprehensive know-how license agreements requires balancing complex technical descriptions with trade secret protection, structuring nuanced royalty provisions, and anticipating disputes over confidentiality and scope. Traditional drafting takes 10-15 hours of attorney time and risks inconsistencies in critical provisions governing technology transfer, field restrictions, and improvement ownership.
CaseMark analyzes your term sheets and technical documents to generate complete, commercially balanced know-how license agreements with sophisticated confidentiality provisions, precise grant clauses, and comprehensive financial terms. Our AI ensures trade secret protection requirements are met while creating enforceable frameworks for technology transfer and ongoing collaboration.
This workflow is applicable across multiple practice areas and use cases
M&A transactions often require know-how licensing agreements when the seller retains certain proprietary processes or when technology transfer is structured separately from the main asset purchase.
In M&A deals, particularly in technology and manufacturing sectors, parties frequently need to license technical know-how, trade secrets, and confidential processes as part of the transaction structure or post-closing arrangements.
VC and PE firms frequently structure technology transfer and know-how licensing agreements when investing in or acquiring technology companies, or when portfolio companies license proprietary processes.
Know-how licensing is critical in venture capital deals involving technology transfer, especially in manufacturing, biotech, and industrial sectors where trade secrets and technical processes are key assets being monetized or transferred.
Corporate attorneys regularly draft know-how licensing agreements for joint ventures, strategic partnerships, and technology collaborations where companies share proprietary processes and technical expertise.
General corporate practice frequently involves structuring technology transfer arrangements, manufacturing process licenses, and confidential information sharing agreements between business entities across various industries.
Franchise systems rely heavily on transferring proprietary know-how, operational processes, and trade secrets from franchisor to franchisee through licensing arrangements.
Franchising fundamentally involves licensing confidential business methods, operational know-how, and proprietary systems, making know-how license agreements essential for protecting trade secrets while enabling franchisee operations.
A know-how license transfers confidential technical information, trade secrets, and proprietary processes that derive value from secrecy, while a patent license grants rights to publicly disclosed inventions. Know-how licenses require extensive confidentiality provisions and careful scope definition since the licensed information isn't publicly available. They often involve ongoing technical support and training that patent licenses don't require.
Royalties typically include upfront fees, milestone payments tied to development or commercialization achievements, and ongoing royalties based on net sales or per-unit amounts. The agreement must precisely define the royalty base, permitted deductions, minimum annual royalties for exclusive licenses, and payment timing. Audit rights and record-keeping obligations are essential to verify royalty calculations and prevent disputes.
Effective trade secret protection requires obligations to maintain confidentiality using reasonable care, restrictions on disclosure to only those with a need to know, requirements for written confidentiality agreements with recipients, and procedures for handling legally compelled disclosures. The agreement should specify that confidentiality survives termination indefinitely and include provisions for return or destruction of all confidential materials upon termination.
Use functional descriptions of technology categories combined with confidential technical schedules that provide detailed specifications. Define the licensed field by industry, application, or product category rather than by specific technical details. The grant clause should clearly establish exclusivity, territorial limits, and permitted uses while reserving all rights not expressly granted to the licensor.
The agreement should explicitly address ownership of improvements, typically providing that licensee improvements become licensee property subject to grant-back provisions requiring the licensee to license improvements back to the licensor. Specify whether grant-backs are exclusive or non-exclusive, royalty-bearing or royalty-free, and whether the licensor can sublicense improvements to other licensees. Joint improvements developed through collaboration should be addressed separately with clear ownership or cross-license provisions.
Yes, CaseMark can draft international know-how licenses addressing export control compliance, multi-jurisdictional confidentiality requirements, currency and tax issues, and choice of law considerations. The AI incorporates provisions for regulatory compliance in different territories, addresses transfer pricing for inter-affiliate transactions, and can structure dispute resolution through international arbitration when appropriate for cross-border technology transfers.