Drafting sublicense agreements requires meticulous review of master license terms to ensure proper flow-down provisions, scope limitations, and compliance requirements. Attorneys spend hours cross-referencing master license restrictions, calculating appropriate royalty structures, and ensuring sublicensees receive no greater rights than the sublicensor possesses—all while managing the risk of inadvertent breaches.
Drafting sublicense agreements requires meticulous review of master license terms to ensure compliance, proper flow-down provisions, and protection against automatic termination risks. Attorneys spend hours cross-referencing restrictions, territorial limits, and royalty obligations while ensuring the sublicense never exceeds the sublicensor's granted rights. Manual drafting is time-consuming, error-prone, and risks creating unenforceable agreements that violate master license terms.
CaseMark automates sublicense agreement drafting by analyzing your master license, extracting key restrictions and permissions, and generating compliant sublicense terms with proper flow-down provisions. The AI ensures territorial scope, field-of-use limitations, and duration never exceed master license grants while incorporating required quality controls, royalty structures, and termination provisions. Receive a comprehensive, attorney-ready sublicense agreement in minutes instead of days.
This workflow is applicable across multiple practice areas and use cases
M&A transactions frequently involve the transfer or sublicensing of intellectual property rights, requiring compliant sublicense agreements that preserve master license terms during asset transfers or corporate restructuring.
IP assets are critical components of M&A deals, and sublicensing arrangements must be properly documented to ensure acquired IP rights remain valid and enforceable post-transaction.
Technology companies receiving VC/PE investment often need to sublicense their IP to subsidiaries, partners, or portfolio companies while maintaining compliance with existing master license agreements.
VC and PE firms invest heavily in technology companies where IP licensing structures are fundamental to business models and value creation, requiring proper sublicensing documentation.
Franchisors who license IP from third parties need sublicense agreements to grant franchisees rights to use trademarks, software, or proprietary systems while ensuring compliance with master license restrictions.
Franchise operations commonly involve sublicensing arrangements where the franchisor must flow down IP rights to franchisees without exceeding the scope of their master license permissions.
Corporate counsel managing technology partnerships, joint ventures, and strategic alliances regularly draft sublicense agreements to enable collaborative use of licensed IP across corporate entities.
General corporate practice involves structuring business relationships that require IP sublicensing, particularly for companies whose operations depend on licensed technology or intellectual property.
CaseMark analyzes your uploaded master license agreement to extract all sublicensing permissions, restrictions, territorial limits, and flow-down obligations. The AI cross-references every provision in the sublicense against master license terms to ensure the sublicense never grants broader rights than those possessed by the sublicensor. All required provisions—including quality controls, confidentiality requirements, and termination triggers—automatically flow down to create a compliant derivative license.
CaseMark automatically includes termination provisions that address master license expiration or termination. The generated sublicense contains explicit language stating that the sublicense terminates automatically upon termination of the master license, ensuring the sublicensee acknowledges this risk. The agreement also includes wind-down provisions, inventory disposition rights, and survival clauses for payment obligations to protect both parties during the transition.
CaseMark analyzes your master license to determine what sublicensing rights you possess. If your master license is non-exclusive or contains restrictions on granting exclusive sublicenses, the AI will flag this limitation and recommend appropriate non-exclusive language. The system ensures you cannot grant exclusivity you don't possess, protecting you from breach of the master license and potential liability to the original licensor.
CaseMark generates comprehensive royalty provisions including precise definitions of Net Sales, payment schedules, reporting obligations, and audit rights. The AI considers your upstream royalty obligations to the master licensor and helps structure sublicense royalties to maintain profitability while meeting those obligations. You can specify percentage-based royalties, per-unit fees, minimum royalties, or milestone payments, and the system creates corresponding calculation and payment terms.
CaseMark identifies consent requirements in the master license and prompts you to upload evidence of obtained consent or acknowledge that consent is pending. The generated sublicense includes recitals documenting that required consent has been obtained and representations from the sublicensor confirming compliance with master license approval requirements. This creates a clear record protecting both parties and demonstrating good faith compliance with the master license terms.