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Cross Licence Agreement

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What is a Cross Licence Agreement?

The Cross License Agreement serves as a strategic legal instrument in the United States business environment, particularly valuable when two or more organizations possess complementary intellectual property portfolios. This document type is commonly utilized to resolve potential patent disputes, enable technology sharing, and facilitate market access while reducing litigation risks. It becomes essential when companies need to navigate complex patent landscapes, especially in technology-intensive sectors where patent overlap is common. The agreement typically includes comprehensive details about licensed intellectual property, technical specifications, implementation requirements, and compliance obligations. It's particularly relevant in situations where companies seek to maintain competitive positions while benefiting from mutual access to protected technologies. The U.S. jurisdiction provides a robust framework for enforcing such agreements, with consideration given to both federal and state laws governing intellectual property and contracts.

What sections should be included in a Cross Licence Agreement?

1. Parties: Identification of all parties to the agreement, including their legal status and registered addresses

2. Background: Context of the agreement, including brief description of each party's business and their respective IP portfolios

3. Definitions: Detailed definitions of technical terms, licensed rights, and other key concepts used in the agreement

4. Grant of License: Mutual license grants, including scope, territory, and field of use for each party's licensed IP

5. License Restrictions: Specific limitations on the use of licensed IP, including any excluded fields or territories

6. Term and Termination: Duration of the agreement and circumstances under which it may be terminated

7. Representations and Warranties: Each party's assertions regarding IP ownership, right to license, and non-infringement

8. Confidentiality: Obligations regarding protection of confidential information exchanged under the agreement

9. Liability and Indemnification: Allocation of risks and responsibilities for IP claims and damages

10. Dispute Resolution: Procedures for resolving disputes, including choice of forum and applicable law

11. General Provisions: Standard contractual provisions including notices, assignment, and entire agreement

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

1. Royalties and Payments: Include when the cross-license involves monetary compensation or balancing payments

2. Technology Transfer: Include when technical assistance or knowledge transfer is required for implementation

3. Quality Control: Include when licensed IP includes trademarks or requires maintenance of quality standards

4. Export Control: Include when licensed technology is subject to export control regulations

5. Source Code Escrow: Include when software is involved and source code access may be needed

6. Performance Obligations: Include when parties have specific implementation or commercialization requirements

7. Audit Rights: Include when compliance verification is needed, especially with royalty-bearing licenses

8. Improvements: Include when parties want to address rights to future improvements of licensed technology

9. Sub-licensing Rights: Include when parties may need to extend licenses to affiliates or third parties

What schedules should be included in a Cross Licence Agreement?

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

2. Schedule B - Licensed Trademarks: List of trademarks covered by the agreement, if applicable

3. Schedule C - Technical Specifications: Detailed technical requirements and standards for licensed technology

4. Schedule D - Implementation Timeline: Timeline for technology transfer and implementation milestones

5. Schedule E - Royalty Calculations: Methods and examples for calculating any applicable royalties or payments

6. Appendix 1 - Compliance Requirements: Specific compliance obligations and reporting requirements

7. Appendix 2 - Quality Standards: Quality control requirements and testing procedures

8. Appendix 3 - Approved Sub-licensees: List of pre-approved sub-licensees or affiliates, if applicable

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Telecommunications

Electronics

Semiconductor

Software Development

Biotechnology

Automotive

Manufacturing

Research & Development

Healthcare Technology

Aerospace

Consumer Electronics

Relevant Teams

Legal

Intellectual Property

Research & Development

Business Development

Technical Operations

Corporate Strategy

Compliance

Innovation

Product Development

Technology Transfer

Relevant Roles

Chief Technology Officer

Intellectual Property Counsel

Patent Attorney

Legal Counsel

Licensing Manager

Chief Legal Officer

Research & Development Director

Technology Transfer Manager

Innovation Director

Business Development Manager

Chief Executive Officer

Vice President of Legal Affairs

Patent Portfolio Manager

Strategic Alliance Manager

Technical Program Manager

Industries
Patent Act (35 U.S.C.): Federal law governing patent rights, their protection, and licensing in the United States. Crucial for defining the scope of patent rights being cross-licensed.
Copyright Act (17 U.S.C.): Federal law protecting original works of authorship, including software. Relevant if the cross-license includes copyrighted materials.
Sherman Antitrust Act: Primary federal antitrust law prohibiting anti-competitive business practices. Must ensure cross-licensing terms don't violate antitrust provisions.
Clayton Act: Federal law supplementing the Sherman Act, specifically addressing exclusive dealing arrangements and tying agreements in licensing.
State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation. Relevant for basic contractual elements of the agreement.
Uniform Commercial Code (UCC): State-adopted uniform law governing commercial transactions, including aspects of licensing agreements.
Export Administration Regulations (EAR): Federal regulations controlling the export of commercial and dual-use technologies. Relevant if the license involves international technology transfer.
International Traffic in Arms Regulations (ITAR): Federal regulations controlling the export of defense-related technologies. Must be considered if licensed technology has military applications.
Defend Trade Secrets Act: Federal law providing protection for trade secrets, relevant if the cross-license involves trade secret sharing or protection.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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