Model for an international technology licensing agreement between non-competitors

For use within the European union / European economic area only Updated version 2017.

Manufacturers constantly work to improve the quality of their products and thus increase their competitiveness and output. This entails the development of new technologies, which may have an important value for the individual company concerned. There may be competitive benefits involved, as other companies may not yet have reached the technological level represented by the new technology of the individual company. It is therefore essential that this new technology is protected against unauthorised use by other companies. Depending on the innovative level of the new technology, protection may be provided by intellectual property rights, as laid down in national or international law (including EC law), or may be obtained by special (e.g. contractual) measures of the individual company involved to ensure the secrecy of the new technology.

Either way, the individual company may commercialise the new technology by using it in its manufacturing process and/or by making this technology available to other manufacturers interested in using this new technology for their manufacturing process. The conditions for the use of the new technology by other manufacturers are the subject of a so-called technology licensing agreement. The company which developed the new technology acts as licensor, making the new technology available for use by the other party to the agreement, which acts as licensee.

The ORGALIME “Legal Affairs” working group has always been aware of the importance for industry to have a good model text for a technology licensing agreement and has provided appropriate texts for many years, taking into account the interests of licensors and licensees and the special provisions in law for licensing agreements. Competition law in particular has always been an important set of rules to take into account. The present model takes the new EU-competition rules for technology licensing agreements, Regulation No. 316/2014 (hereinafter referred to as “the Regulation”), which entered into force on 1 May 2014, into account. This model form replaces the 2005-edition. 

The Model Contract is available in English. It is sold in a package with the paper and digital version included.

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