Checklist for a Technology Transfer Agreement

Partially adapted from the "Training Manual on Technology Transfer", by United Nations Industrial Development Organization (UNIDO)

Preliminary Statements

Identification of the parties

The opening paragraph should identify the parties to the agreement with their official names, addresses and, when applicable, the location of their governing law of incorporation. Corporations should be identified as patent and subsidiary, patent, or subsidiary alone, and their legal capacity or authority should be given.

Care in specifying the parties to an agreement ensures precise identification of licensing and licensed parties. For the licensor, this precludes the possibility of extending the licence beyond the intended entity or of not including all of the include entity. For the licensing party extend to the entire intended entity.

Purpose

The purpose of an agreement should be stated in a brief paragraph that captures the essence of why the licence agreement is being executed. It can be as simple as “ This agreement is to permit company A to make, use and sell product X in the territory, as defined in the agreement, with the help of the technical assistance and the know-how licensed under this agreement, by company B and under the licensed patents as defined in this agreement. ‘ A statement can also be made, either in this section or in the whereas clauses, on the economic aim of the contract, i.e. to produce the licensed goods economically and competitively.

Effective date of the agreement

The data when the agreement comes into full force and effect is often stated in a separate paragraphs. It can come before or after the date the agreement is signed. The effective date is sometimes defined in the definitions section of the agreement when conditions prevent showing just the date itself.

Some countries require government approval after the parties to an agreement have agreed to all of its provisions and have executed ( signed ) the document. In those cases the date of the government approval usually becomes effective date.

Whereas clauses (recitals, preamble)

The whereas clauses give the background and rationale for the agreement . They should be worded carefully to clarify the terms and conditions for people from either party who were not involved in making the agreement but who are asked later to settle conflicts between the parties. Clarity is also important in the event legal action is taken by one party against the other. In a court of law the judge may look to the whereas clauses to improve his understanding of clauses that may be difficult to interpret. Whereas clauses contain such things as licensor and licensee representation and background of the agreement.

Licensor representations

For the rest of this checklist which is a reproduction of a page from www.tannedfeet.com see this post.