Session 1: Grant Clauses
September 17 - 11:00 am - 12:00 pm EASTERN
To kick off the Mechanics of a License series, we're talking about arguably the most important clause in a licensing agreement: the grant clause. There's something for everyone in this crash course on what's conveyed through the execution of a license.
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Session 2: Royalty Clauses
September 19 - 11:00 am - 12:00 pm EASTERN
Most* licensors want to be paid, of course. Other things being equal, licensors like to get as much as they can up front and nonrefundable, to reduce the risk that, for whatever reasons, the licensee won't be able to execute. For so-called running royalties, licensors don't want to spend a lot of time and money making sure that they're not being shorted. Especially when an exclusive license is granted, a licensor will generally want to bargain for minimum quarterly- or annual royalties (or other performance standards). Licensees, on the other hand, generally want to minimize their nonrefundable and up-front payments and their minimum-royalty obligations. For running royalties, licensees want to streamline their ongoing bookkeeping, reporting, and paperwork burdens. Both sides should have in mind that market conditions could change, which might call for change in the arrangements. This session will explore creative ways of addressing the "legitimate needs and greeds" of both sides of the table, featuring annotated license-agreement clauses based on real-world agreements.
*Not including the software developers who release their code under various flavors of Free / Open-Source Software (FOSS) licenses.
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Session 3: Indemnities and Damages - A Bit of Planning Can Go A Long Way
September 24 - 11:00 am - 12:00 pm EASTERN
Indemnification clauses are sometimes treated as boiler-plate clauses, reserved for a quick glance of the lawyers shortly before the execution of an otherwise negotiated agreement. In this hour, learn why that is almost always a mistake and emerge equipped with an understanding of the various types of contract damages and how thoughtfully drafted indemnification clauses can be an effective tool to manage risk.
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Session 4: Avoiding the "Land Mines" of LicensingÂ
September 26 - 11:00 am - 12:00 pm EASTERN
If you're working on a deal for a licensor -- or you're working on a deal for a licensee and want to know what provisions your licensor may ask you for -- this fast-paced, one-hour session will share key provisions that you may not have included in your most important deals. Like the previous sessions in this great Mechanics of a License series from the Licensing Executives Society, this session will include specific clauses from real-world licensing documents that you can use in your own deals.
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October 1Â - 11:00 am - 12:00 pm EASTERN
Boilerplate clauses generally refer to standard clauses in commercial contracts that aim to ensure the enforceability of the contract, protect each party against performance failures beyond its control, identify the contract’s governing law, and ascertain the mechanism for resolving disputes. Many times, the parties overlook such boilerplate clauses. This session will explain why the parties should pay careful attention to such boilerplate clauses because they can have profound effects in the event of a dispute.
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October 3 - 11:00 am - 12:00 pm EASTERN
This module does a deeper dive on Representations and Warranties, starting with a bit of a philosophical, etymological, and/or legal-history lens on what we mean (or meant) separately by a representation versus a warranty, before the modern practice of breezily employing both as a single-phrase unit. Accordingly we go over (e.g.) how representations have a current flavor, as opposed to warranties being a future-oriented guarantee. We also cover the key distinctions between the two in terms of materiality, strict compliance, integration into the contractual fabric, and burden-of-proof as well as remedies in case of breach. We then move to practical implications, including reading some real-world agreements through the lens of both representations and warranties, and critiquing their wording where relevant. In these discussions, we also ensure that we cover other areas of the agreement where representations and warranties (or the disclaiming thereof) can "hide" in other dark corners of the agreement besides the usual/obvious sections such as Representations and Warranties itself, or Limitation of Liability.
