Licences and contracts are also part of the day-to-day business of the owners of intellectual property rights, in particular industrial property rights, and thus also part of the range of counselling and other services that we offer.

Licence agreements
Licence agreements govern the legal use of intellectual property rights by otherwise unauthorised third parties. In particular, licence agreements in the field of industrial property rights are very complex and must not only include the granting of rights of use and the compensation to be paid in return, but also many IP-specific ancillary provisions.

For example, it is important for trademark licence agreements to include authorisations for quality control, not only because the goodwill of the trademark is involved, which could be negatively affected if the quality of the licensed products is poor, but also because the trademark proprietor could incur product liability. It should also be clarified, for example, who acquires unregistered usage rights to the trademark through the exercise of the licence.

In the case of patent licence agreements, for example, important points to be clarified also include product liability for licensed products brought into circulation by the licensee and also the question of how further developments of the licensed product by the licensee are to be treated, in particular, who is entitled to patent such further developments.

Licence agreements often cover several intellectual property rights and/or several types of intellectual property rights and can therefore quickly develop into a complex contractual structure. The complexity can be further increased by the fact that the licence territory extends across several states and thus to different jurisdictions or even to different legal systems. A special case is the cross-licence agreement, in which the parties grant each other licences.

Licence agreements are therefore not standard civil law ‘bread and butter’ contracts, but require in-depth knowledge of industrial property rights and the manufacture and commercial exploitation of the protected products.

In some countries, licences must be entered in the corresponding industrial property rights register; in others, such registration is possible on a voluntary basis.

Assignment contracts
Since industrial property rights – in contrast to the personal rights of intellectual property such as copyright or the inventor's personal rights – are transferable, the aspect of the assignment of property rights must also be taken into account. In addition to licence agreements, which merely govern the use of the property rights by third parties, assignment and transfer agreements therefore also belong to the important contractual agreements in the field of industrial property rights.

Since industrial property rights often also exist abroad, the international aspects and the different legal provisions in the states and legal systems concerned must always be taken into account when drafting such assignment and transfer agreements. The drafting of such assignment and transfer agreements thus also requires in-depth knowledge in the field of intellectual property rights at home and abroad.

In addition, it is necessary to register the change of ownership of the transferred intellectual property rights in the corresponding intellectual property rights register.

Both licence agreements and assignment agreements concerning intellectual property rights are not standard contracts, but must be individually drafted for each individual case. Therefore, the greatest care should be taken when using any templates of existing contracts or so-called ‘model contracts’ or even when 'tinkering' a contract from text modules taken from other contracts – an expensive legal dispute is otherwise inevitable and will not always have a successful outcome.

Contracts on industrial property rights are nothing for amateurs or those inexperienced in this field of law!