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IP Licensing Negotiation

What is a "Term Sheet" and why is it needed?

A Term Sheet is a non-binding document that outlines the key terms of the deal (price, territory, scope) before drafting the full contract. It saves time and legal fees by ensuring both parties agree on the main points before getting into the complex legal details. We prepare Term Sheets to facilitate faster closings.

Can I license my trademark for Georgia only?

Yes, IP licenses can be territorially restricted. You can grant rights for Georgia only, the Caucasus region, or worldwide. Territorial segmentation is a common strategy to maximize revenue by licensing different partners in different markets. We help structure these boundaries clearly.

What is the difference between exclusive and non-exclusive licensing?

An exclusive license means only the licensee can use the IP (even the owner cannot). A non-exclusive license allows the owner to grant rights to multiple parties simultaneously. Choosing the right type depends on your business model: exclusivity commands a higher price but limits your market reach.

How to handle sub-licensing rights?

Sub-licensing allows your partner to grant rights to third parties. This can expand your reach but dilutes control. In negotiations, we typically require prior written consent for any sub-licensing or define strict criteria for approved sub-licensees to protect your brand reputation.

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IP Licensing Negotiation is a strategic service aimed at achieving the best commercial and legal terms in intellectual property deals. Licensing is not just about signing a standard contract; it is a complex trading process where asset value, risk allocation, and the dynamics of future relationships are defined. An experienced negotiator protects your interests: if you are the licensor, the goal is to maximize royalties and retain control; if you are the licensee, the goal is to gain operational freedom and optimize costs. This service is particularly important in international transactions where cultural and legal differences significantly impact the outcome. The negotiation process requires not only legal knowledge but also an understanding of industry standards and financial modeling.

What Does IP Negotiation Service Cover?

Specialists are involved in all stages of the deal:

  • IP Valuation: Determining the real market price of the asset to start negotiations from the right position.
  • Term Sheet Development: Preliminary agreement on key terms (price, duration, exclusivity).
  • Royalty Structuring: Selecting the optimal payment scheme (upfront payment, milestones, minimum guaranteed amount).
  • Audit Rights: embedding mechanisms for the licensor to verify the licensee's financial reports.
  • Dispute Resolution Mechanisms: Choosing arbitration and jurisdiction for international contracts.
  • Strategic Advisory: Advice on compromises and "red lines" at the negotiation table.

Real-World Scenarios Where You Need This Service

You need a professional negotiator when:

  • Selling Software to Enterprise Clients: A large bank or corporation demands access to your source code (Source Code Escrow) and unlimited liability. You need to balance these demands.
  • Musician and Record Label: An artist is signing a contract with a recording studio. It is necessary to ensure the artist does not lose rights to future albums.
  • Settling Copyright Infringement: You received a cease and desist letter offering a "settlement license." You need to negotiate the fee down.
  • Buying a Franchise: The franchisor offers strict terms. You need to soften the conditions, for example, by removing territorial restrictions.

Georgian Legal Framework and Regulations

The negotiation process is based on the principle of freedom of contract under the Civil Code of Georgia. However, there are mandatory norms that cannot be altered by agreement (e.g., author's moral rights). Competition law must also be considered, which prohibits certain types of restrictive clauses in licensing agreements (e.g., price fixing). In international negotiations, Private International Law norms determining the applicable law are crucial.

Service Process Step-by-Step

The negotiation service is dynamic:

  1. Preparation: Defining client goals and budget, analyzing the other party's position.
  2. First Round: Sending an offer or reviewing a received offer.
  3. Active Negotiation: Clarifying terms, exchanging arguments, proposing alternatives.
  4. Drafting: Reflecting agreed terms in the contract draft.
  5. Finalization: Signing and closing the deal.

Why Choose Legal.ge?

Lawyers presented on Legal.ge are not only legal experts but also experienced negotiators. They know what constitutes a "standard" market term and where you can ask for more. With our help, you will avoid unfavorable deals and extract maximum value from your intellectual property.

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Specialists for this service

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