License agreements

What we do

License agreements are contracts for the exploitation of an intellectual property right. The holder of the intellectual property right licenses (that is to say, grants the right of use) to another party in exchange for the payment of a (periodic) fee (royalties). Licenses are common in software programs, in the music industry, or in the production of goods subject to an intellectual property right.

We have the knowledge and expertise to assume diverse roles: from advice to dispute resolution. We have an experienced team of lawyers and legal experts in the field of licensing agreements. Contact us to discuss the possibilities.

License agreements within intellectual property (IP law)

Within intellectual property law, the instrument by which you monetize your right without transferring it. You remain the rights holder; the licensee receives a right of use within the limits you agree upon. This applies to a trademark, a patent, a design, a copyright, or software. It is precisely these boundaries—who may do what, where, for how long, and for what fee—that determine whether the license adds value or becomes a source of conflict. At MKB Juristen, lawyers and in-house counsel draft and review these contracts daily, for the international group that licenses worldwide just as much as for the baker on the corner who allows his recipe to be used under license.

Types of licenses: exclusive, non-exclusive, sole and open

The choice of license type determines your negotiating position and your return:

• Exclusive license – only the licensee may use the right; not even you as the licensor, unless you expressly agree otherwise.
• Sole license – one licensee, but you also retain the right to exploit the IP right yourself.
• Non-exclusive license – you can license the same right to multiple parties.
• Open license – the right of use is open to everyone under fixed conditions (known from open source software and Creative Commons works).

We advise on which model suits your market and your law, and record it in such a way that the agreed exclusivity is also legally binding.

Essential provisions in a license agreement

A comprehensive license agreement describes the intellectual property right as fully as possible and regulates, in any case:

• Scope of the license – which actions (producing, selling, reproducing, making public) are permitted.
• Territory – the geographical area to which the license applies.
• Duration, renewal and termination – term, notice periods and grounds for early termination.
• Remuneration and royalties – fixed amount, percentage of turnover or net profit, a lump sum, or a combination, with audit and reporting rights.
• Sublicensing – may the licensee transfer the right, and under what conditions.
• Warranties, indemnities and liability – including that the right exists and does not infringe upon the rights of third parties.
• Enforcement – ​​who takes action against infringement and who bears the costs.

A standard internet contract rarely aligns with your situation, sector, or agreements; that is precisely where disputes arise. We provide custom solutions that fit your business model.

Registration and effect of the license on third parties

In principle, a license applies only between the parties. If you want the license to be effective against third parties as well – for example, if the licensor transfers the right or goes bankrupt – registration in the register is often advisable or even necessary. For patents, the National Patent Act 1995 provides for registration of the license in the patent register; for trademarks and designs, the Benelux Treaty on Intellectual Property (BVIE) offers a similar possibility in the Benelux register. For copyright, Article 2 of the Copyright Act regulates transfer and (exclusive) licensing; registration is not applicable here, but written documentation is crucial. We assess for each right whether and how registration strengthens your position.

Disputes, breach and termination

If things go wrong—non-payment of royalties, use outside the agreed limits, or infringement by a third party—the question arises as to who is authorized to take action. Without an explicit agreement, the licensee is often unable to independently enforce against infringement. We arrange this in the contract in advance and assist you in negotiations, cease and desist letters, summary proceedings, and main proceedings. Whether you are a licensor or a licensee, and whether it concerns a single product or an international portfolio: our lawyers and (corporate) legal counsel are familiar with intellectual property law and the law of obligations under Book 6 of the Dutch Civil Code.

Frequently asked questions about licensing agreements

Does a license agreement need to be in writing? For a valid license, this is not always mandatory, but without a written document, ambiguity regarding the scope almost always arises. However, for an exclusive copyright license and for registration in registers, a deed or written record is required.

What is the difference between a license and a transfer? With a license, you remain the rights holder and grant only a right of use; with a transfer, you permanently transfer the intellectual property right to another party.

Does my license remain valid if the licensor goes bankrupt or sells the right? That depends on the agreements and registration in the register. We assess whether your license has effect against third parties and how you can protect yourself.

Does this also apply to software? Yes. Software licenses are a common form; in addition to copyright, usage, source, and maintenance agreements also play a role.

Related topics within IP law

A license agreement is always linked to the underlying law. Read also about trademark law, patent law, copyright law , and design law. Return to the main intellectual property (IP law).