Model Patent License Agreement

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How to Use this Model Patent License Agreement

"This Model Patent License Agreement is intended to be used as part of a “public license offer” to license patent rights. A public license offer provides two main benefits:

a) it is publicly accessible: anyone can read the full terms of the offer; and

b) it is an “active” offer so that anyone can accept it if they agree to all its terms.

To have these benefits, the offer must be openly published, and it must be capable of being accepted by anyone on a non-discriminatory basis and without additional negotiation. Used in the right context, this type of offer can provide benefits for both licensor and licensee. A licensor can use a public license offer to publicize its willingness to license patent rights on reasonable and non-discriminatory terms, thus attracting innovators and potential licensees who might otherwise not have been either aware that such patent rights were available for license or who might otherwise be unwilling to approach the licensor due to anticipated, significant transaction costs typically associated with negotiating a favorable license. A potential licensee can rely on the public and non-discriminatory availability of this public license offer to make plans and decisions about technology implementation, which in the absence of such offers, would be complicated or impossible.

Patent licenses can be very complicated, particularly when complex commercialization and licensing strategies are involved. So it would be impossible for anyone to write a license that addresses everyone’s needs or fits every scenario. Instead, we developed this Model Patent License Agreement to be simple and easy to understand. It is intended to provide a simple standard model license to make patents that are being held for defensive purposes available for other uses—outside of those for which they are being maintained for defensive uses—on reasonable and non-discriminatory terms: preferably free of charge and without unnecessary field limitations. If you need to implement a more complex licensing strategy, then this may not be the right tool for you. In any case, please consult your own attorney before making an offer. Creative Commons is not a law firm, so we cannot provide you with advice on whether to use this instrument or how to tailor it to suit your needs or business strategy.

To use this Model Patent License Agreement, you need to supply some basic information, which is found in the License Data Record (see Addendum A). This information should be supplied in a standard electronic format for ease of reference, but you can use other formats if you wish. Some basic information is required in order to make a complete public license offer, while other fields may be optional. If you do not fill out the optional fields, then they will be defined by default provisions in the license. IN MOST CASES, THE DEFAULT OPTION ALLOWS FOR THE MOST PERMISSIVE AND FREE USE BY THE LICENSEE. For example, by default, there are no field of use restrictions, fees, royalties, or restrictions on the “have made” right. You may also add limitations to the offer itself (for example, an expiration date for the offer). We do not encourage you to impose other offer limitations beyond this. However, in some circumstances, it may be reasonable to specify that anyone currently engaged in litigation with you that would otherwise give you grounds for terminating the license (see Section 5) may not accept the offer in the first place.

Together, the License Data Record and the Model Patent License Agreement will be become your public license offer. When such an offer is made available on your Web site, or through clearinghouses like GX, anyone eligible to accept the offer may accept it through a registration and acceptance process. As part of that process, the Licensee will supply the Licensee-specific information needed to complete the License Data Record. This process, and the transaction record, then completes the license agreement." (