# IP licensing agreements and assignments, drafted and negotiated

> IP licensing agreements and assignments for patents, trademarks, software and know-how. Drafted and negotiated by IP attorneys, at a flat fee quoted first.

Page: https://arapackelaw.com/intellectual-property-licensing-agreements/  
Title: IP Licensing Agreements and Assignments | Rapacke Law Group  
Breadcrumb: [Home](https://arapackelaw.com/) / [Startup legal services](https://arapackelaw.com/startups/) / [IP licensing agreements](https://arapackelaw.com/intellectual-property-licensing-agreements/)

A license lets you earn from your IP and keep it. An assignment moves ownership for good. We draft and negotiate both, so the rights in the agreement match the rights you hold.

- Flat fee, quoted before work begins
- No hourly billing
- Patent and trademark attorneys

## For owners licensing out, and companies licensing in.

Licensing can bring in revenue, open new markets and fund development. The structure and the terms decide how much of that value you keep.

- **Patent owners** Royalties from a patent, exclusively or to several licensees, without selling it.
- **Brand owners** Licensing a name or logo to partners and manufacturers while keeping control of quality.
- **Software companies** Licenses that set how customers and partners may use your code.
- **Startups taking a license** Rights to a technology you need, on terms that survive a raise or an acquisition.

## Terms that protect your IP and your returns.

We work through the business decisions with you, then put them in an agreement that defines each side’s rights and obligations clearly.

### What we draft and negotiate

- **License agreements** Exclusive, non-exclusive and limited licenses for patents, trademarks, copyrights, software and know-how.
- **Royalties and payment** Royalty rates, payment structures, minimums, audits and reporting.
- **Assignments** Transfers of ownership, including founder and contractor assignments to the company.
- **Enforcement** Enforcing licensing rights when a licensee breaches or stops paying.

### Terms that cause disputes

- **A vague grant** Field, territory and exclusivity left open to argument.
- **No quality control on a trademark** A brand license without it can put the mark itself at risk.
- **Silent on improvements** No answer on who owns what either side builds next.
- **Weak termination** No clear way out if the licensee underperforms or breaches.

We identify the risks in a deal before you sign and build in protections for your IP and business.

## What is an IP licensing agreement?

An IP licensing agreement is a contract in which the owner of intellectual property, the licensor, lets someone else, the licensee, use it on agreed terms while keeping ownership. It sets what may be used, where, for how long, and what the licensee pays.

*Types of IP licenses*

| License type | What it means | When it fits |
| --- | --- | --- |
| **Exclusive** | Only the licensee may use the IP in the licensed field or territory, sometimes not even the owner | A partner investing heavily to commercialize it |
| **Non-exclusive** | The owner may license the same IP to others | Software, standards and broad markets |
| **Limited** | Use restricted by field, territory, time or product | Splitting one technology across markets |
| **Sole** | Only the licensee and the owner may use it | An owner who still wants to sell |

### Key terms in a licensing agreement

- **Grant of rights.** The exact IP licensed, the field of use, territory and exclusivity.
- **Royalties and payment.** A running royalty, a lump sum, upfront fees, milestones or minimum annual payments.
- **Reporting and audit.** How sales are reported and the licensor’s right to check them.
- **Quality control.** Required for trademark licenses, and common for any product carrying your name.
- **Improvements and sublicensing.** Who owns later improvements, and whether the licensee may sublicense.
- **Enforcement.** Who may sue an infringer and who pays.
- **Term and termination.** How long the license runs and the grounds for ending it.

For patent licenses specifically, read [what a patent licensing agreement is and its key terms](https://arapackelaw.com/patents/patent-licensing-agreement/). For software, see [how a proprietary software license cuts piracy](https://arapackelaw.com/licensing/proprietary-software-license/).

## Licensing patents, trademarks, software and know-how.

The same agreement works differently depending on the IP behind it.

*Licensing by type of intellectual property*

|  | Patent | Trademark | Copyright and software | Trade secret and know-how |
| --- | --- | --- | --- | --- |
| What is licensed | The right to make, use or sell the claimed invention | Use of a name or logo on goods or services | Copying, using or modifying the work or code | Use of confidential information |
| What the licensor must do | Keep the patent in force | Control the quality of licensed goods | Define permitted uses clearly | Keep it secret, with confidentiality terms |
| Typical payment | Royalty on sales, or a lump sum | Royalty on sales | Subscription, per-seat or one-time fee | Fee or royalty, often with a technology license |
| When it ends | No later than the patent’s expiration | As the agreement says | As the agreement says | When the agreement ends, or if the secret becomes public |

Brand licensing has its own strategy, covered in [branding and licensing like a pro](https://arapackelaw.com/intellectual-property/branding-and-licensing-like-a-pro/). Larger deals that move research into a company are on our [technology transfer agreements](https://arapackelaw.com/technology-transfer-agreements/) page.

## IP assignments, and why investors check them.

An assignment transfers ownership of IP outright. Inside a startup, the most important ones move what founders, employees and contractors create into the company.

- **Patents.** An assignment must be in writing. Record it with the USPTO, generally within three months, to protect against a later buyer who did not know about it.
- **Trademarks.** A mark is assigned together with the goodwill of the business. An assignment without it can be invalid.
- **Copyrights and code.** A transfer of ownership must be in writing and signed. Without one, a contractor usually owns what they wrote.
- **Founders and employees.** Invention assignment agreements should be signed before work begins, or as soon as possible after.

> **Diligence will find it**
>
> A missing assignment from a co-founder or an early contractor is one of the most common problems found in investor and acquirer diligence. Fixing it later can mean paying the person who walked away.

More on what happens to IP when founders split, in [what happens to the IP when founders dissolve a company](https://arapackelaw.com/startups/what-happens-to-ip-when-founders-dissolve-company/).

## One flat fee, quoted before work begins.

There is no hourly billing. Your licensing agreement or assignment is quoted as a flat fee on your strategy call, once the scope is clear, and nothing starts until you approve it.

What sets the fee is the work itself, not the time on the clock.

- **The IP involved.** One trademark is simpler than a portfolio of patents and software.
- **Drafting or negotiating.** Writing the first draft, or working through the other side’s.
- **The deal structure.** Exclusivity, royalties, milestones and sublicensing terms.

Ongoing work for a growing company can run on a monthly [Fractional IP Counsel](https://arapackelaw.com/counsel-on-demand/) plan instead of one fee per document. This service is not covered by The RLG Guarantee, which applies to patentability searches, provisional patents, design patents and trademarks.

## From first call to a signed license.

What happens at each step and who does the work. Timing depends on the other side and is never a promised date.

1. **Strategy call** (Day one). Free. Walk us through the deal, the documents or the problem.
2. **Scope and flat fee** (Flat fee). What the work covers and its price, in writing, before it begins.
3. **Rights and strategy**. We confirm what you own and the licensing model that fits.
4. **Draft and negotiate**. The agreement written or marked up, with you approving each change.
5. **Signed and recorded**. Executed, with assignments recorded where they should be.

## Questions about IP licensing agreements.

### What is an IP licensing agreement?

A contract that lets someone use intellectual property, such as a patent, trademark, copyright or software, while the owner keeps it. It sets the scope of use, the territory, the term and the payments.

### What is the difference between a license and an assignment?

A license grants permission to use the IP, and the owner keeps it. An assignment transfers ownership outright. Licenses can be limited by field, territory or time; an assignment moves the whole right.

### What is the difference between an exclusive and a non-exclusive license?

With an exclusive license, only the licensee may use the IP in the licensed field or territory, sometimes not even the owner. With a non-exclusive license, the owner can license the same IP to others.

### How are royalties calculated?

Usually as a percentage of net sales of licensed products, sometimes as a fixed amount per unit, a lump sum, or milestone payments. Many licenses add a minimum annual royalty so an exclusive licensee cannot sit on the IP.

### Do licenses and assignments need to be recorded?

Patent assignments should be recorded with the USPTO, generally within three months, and trademark assignments can be recorded too. Recording protects the new owner against later buyers. Licenses usually are not required to be recorded, though exclusive licenses often are.

### What happens if a licensee stops paying or breaches?

The agreement’s termination and dispute terms decide. We can enforce your licensing rights, negotiate a cure, or end the license and stop further use.

### Can my startup license IP it does not fully own yet?

Not safely. You can only license rights you hold. If founders or contractors created the IP, assign it to the company first, then license it.

### How much does an IP licensing agreement cost?

With us it is a flat fee, quoted on your strategy call before any work begins. It depends on the IP, whether we draft or negotiate, and the complexity of the deal.

## Your attorneys

- [Andrew Rapacke](https://arapackelaw.com/learn-more/the-team/andrew-rapacke/), Managing Partner, Registered Patent Attorney. Former Naval Engineering Officer. M.S. in electrical and electronics engineering.
- [Ken Brooks](https://arapackelaw.com/team/ken-brooks/), Registered Patent Attorney. Materials science and engineering. Patents in software, AI, and electrical and mechanical systems.

Meet the team at https://arapackelaw.com/learn-more/the-team/

## More in Startup legal services

- [Startup legal services](https://arapackelaw.com/startups/)
- [Business formation and structure](https://arapackelaw.com/business-formation-and-structure/)
- [Contracts and agreements](https://arapackelaw.com/contracts-agreements/)
- [Cease and desist letters](https://arapackelaw.com/cease-desist-letters/)
- [Fractional IP counsel](https://arapackelaw.com/counsel-on-demand/)
- [FDA regulatory compliance](https://arapackelaw.com/fda-regulatory-compliance/)
- [Fundraising agreements](https://arapackelaw.com/fundraising-agreements/)
- [Non-disclosure agreements](https://arapackelaw.com/non-disclosure-agreements-ndas/)
- [Privacy and data protection](https://arapackelaw.com/privacy-and-data-protection/)
- [Technology transfer agreements](https://arapackelaw.com/technology-transfer-agreements/)

## Go deeper on licensing.

- [What Is a Patent Licensing Agreement? Key Terms and Why They Matter](https://arapackelaw.com/patents/patent-licensing-agreement/)
- [Stop Leaving Money on the Table: How a Proprietary Software License Cuts Piracy and Boosts Profit](https://arapackelaw.com/licensing/proprietary-software-license/)
- [Branding and Licensing Like a Pro: A CEO’s Guide to Scaling Without Massive Capital Investment](https://arapackelaw.com/intellectual-property/branding-and-licensing-like-a-pro/)

[All licensing articles](https://arapackelaw.com/category/licensing/)

## Next steps

- [Book a free strategy call](https://arapackelaw.com/contact-us/) with a registered patent attorney, or call (954) 951-0154
- [Take the Intelligent IP Quiz](https://arapackelaw.com/intelligent-ip-quiz/) to see what to protect first
- [The RLG Guarantee](https://arapackelaw.com/rlg-guarantee/), the refund promise on four services

General information, not legal advice.