Can Quillio review technology licence agreements?
Yes. I review technology licences covering software, patents, trade secrets, and know-how. I check licence scope (field, territory, exclusivity, sublicensing), royalty and payment mechanics, IP ownership of improvements, warranty and indemnity for infringement, and termination consequences including post-termination rights.
Scope and exclusivity
Field-of-use and territory restrictions define the commercial deal. I flag ambiguities, check whether "exclusive" means truly exclusive (even against the licensor) or just sole, and identify any implied licences in the broader relationship.
Royalties and audit
Royalty structures vary (per-unit, per-user, revenue share, minimum royalty). I flag where the base for calculation is ambiguous, where deductions are open-ended, and whether audit rights are meaningful (frequency, auditor, cost-shifting on material underpayment).
Improvements and grant-backs
IP in improvements by the licensee often defaults to the licensee, but licensors frequently seek grant-backs. I flag grant-back provisions and check whether they are a non-exclusive licence (usually acceptable) or an assignment (usually not).
Common issues
- Royalty rates should be benchmarked — request comparable data
- Patent licences need specific field and territory language aligned with patent claims
- Change of control termination rights can destroy value — negotiate carefully
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