This article posted on our partner site discusses the importance of properly incorporating clear and unambiguous technology transfer and license elements in a Technology Transfer Agreement. For instance, the author highlights that while the details of any particular transaction will vary, any agreement that affects a technology transfer should contain two essential elements: (1) the sale or grant of a license under the owner of the technology’s proprietary rights, and (2) a contractual obligation to transfer confidential information. In order to avoid the many common, and costly, pitfalls of a poorly drafted Technology Transfer Agreement, proprietors and users of technology should contemplate the essential elements in addition to other important ones, including payment clauses, royalty obligations, grantback clauses and termination clauses. This is a useful article for contract negotiators of a services agreement in which intellectual property is developed and/or to be transferred, and for parties who wish to transfer or grant to some or all of the intellectual property that is held by a specific party.


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