What is a Licensing Agreement Renegotiation?
A licensing agreement is a legal document signed by a licensor and licensee. It gives the licensee permission to use the owner/licensor’s trademarks and/or other intellectual property (IP). Since the agreement tackles essential aspects of the working relationship, such as privacy rights and ownership, it needs to be clear and legally sound.
If you’ve identified clauses in the agreement you wish to revise, you can renegotiate the contract. A lawyer is well positioned to assist you with this process so that you can achieve better terms.
Read the rest of this article to learn more about what information licensing agreements contain, how to renegotiate them, and how a qualified lawyer can assist you with it.
What are Key Terms in a Licensing Agreement?
Although there are different types of licensing agreements, such as trademark licensing agreements and exclusive licensing agreements, these documents typically include the following terms:
- Intellectual Property (IP). This explains what IP assets are being licensed, such as patents or trademarks.
- License grant. This states what the licensee is permitted to do with the IP, and if they have exclusive or non-exclusive rights under the agreement.
- Territory. It’s important to define the geographic location in which the license can be used.
- Rights. This section of the contract clarifies what rights the licensor has and maintains, such as in terms of ownership.
- Royalties. These are payments over time that the licensee will make to the licensor when using the license.
- Fees. Another payment structure involves license fees, which can be upfront or fixed.
- Term and termination. This explains how long the agreement will last and how parties can end it should this be required.
- Confidentiality. There should be measures in place for safeguarding confidential information.
- Duties. The parties’ responsibilities must be clarified. For example, the licensee might have to meet specific goals or performance milestones.
How Can You Renegotiate a Licensing Agreement?
When entering discussions with the other party about your licensing agreement, you should consider some renegotiation tips.
Temper Your Expectations
It’s unrealistic to think you can achieve all the revisions or amendments to the agreement you want. Instead, it’s more fruitful to consider compromise. Focus on your priorities but have some alternatives you can fall back on during discussions so you protect your interests.
Focus on Objectives and Facts
It’s worth supporting your request with research and data. For example, in a brand licensing agreement, you could research sales data that shows how the licensed products have performed in a specific area. You could also include market research about changing consumer preferences.
Another example is if you’re a company owner whose intellectual property is aligned with a current trend. In such a situation, you could use this to your advantage to request new payment and pricing.
Document all Changes
After discussions, you should send the other party an email that concisely summarizes what was agreed on. Changes should also be made to the document so that there are no misunderstandings or misaligned expectations.
Consider Your Values and Rights
Your rights under the agreement affect the payment you can request. If you have exclusive rights, the provider can generally expect higher fees because of the value they’re giving you to use the license.
Have Clarity About Your Goals
You want to ensure you know what your priorities are before discussions. Do you want more licensing flexibility or increased rights, for example? Rank your priorities in order of importance so you have clarity about where you’re willing to compromise with the other party.
Renegotiate at the Right Time
If you time your renegotiation wisely, the other party will be more willing to discuss contract terms with you. For example, a strong time in which to renegotiate is when there are changes in the market or you’re heading for a contract renewal period.
Focus on Trade-Offs
Finding a way to make the revisions and negotiations favorable to both parties can help you achieve more during discussions. This is where suggesting trade-offs can help. For example, if you want to request lower fees, offer a longer contract term or higher commitment levels.
Seek a Legal Agreement Review
Prior to entering into negotiations with the other party, you should consider hiring a lawyer to look over the agreement. A legal review will help you clarify any clauses that are vague or confusing, while identifying opportunities for discussions.
To request a legal review of your licensing agreement, you don’t have to cold-call traditional law firms. You can request a thorough review from a qualified lawyer on an online legal platform like ContractsCounsel. This is one of the largest online legal marketplaces where clients can connect with vetted lawyers.
Here’s how to request a review:
1. Go to the ContractsCounsel marketplace, where you can post your project or request for a legal contract review for free.
2. You’ll receive multiple bids from lawyers directly on the platform who can assist you.
3. Once you receive the lawyer bids, you should review the lawyers' profiles. There’s lots of info on the platform to help you choose the best lawyer, such as their location, client ratings, years of experience, and field of expertise.
4. Connect with a lawyer you think is best suited to your requirements and hire them.
Where to Hire a Lawyer for a Licensing Agreement Renegotiation
On ContractsCounsel, you can quickly get in touch with experienced and skilled lawyers. They will guide you through the renegotiation process, knowing when to push back on offers and when to accept the terms.
Since licensing agreements can be complex or technical, a qualified lawyer can negotiate with the other party on your behalf to ensure that discussions are effective and favorable for all people concerned.
You can search for lawyers on the ContractsCounsel platform according to key areas, such as their location, years of experience, and expertise. This transparency gives you confidence to choose to hire the best lawyer for your specific requirements and situation.
