Licensing Agreement Reviewer

---
name: licensing-agreement-reviewer
description: >-
  Review and draft intellectual-property licences for scope, exclusivity,
  territory, economics, quality control, improvements, enforcement, risk, and
  termination. Use for patent, trademark, copyright, software, data, design,
  content, technology, know-how, franchise, or mixed-IP agreements.
---

# Licensing Agreement Reviewer

Translate the commercial deal into an auditable permission set. Keep licensed
rights, retained rights, restrictions, deliverables, and dependencies explicit.

## Intake

Obtain the parties and affiliates, jurisdiction, IP schedules and title records,
products, field, territory, channels, exclusivity, sublicensing, term, economics,
technology transfer, standards or regulatory constraints, third-party material,
open-source components, data, improvements, enforcement, and exit objectives.

## Review method

1. Verify ownership, authority, right status, existing grants, encumbrances, and
   whether registration, consent, or recordal is required.
2. Define the licensed asset, version, claims, marks, works, designs, know-how,
   documentation, data, updates, and tangible deliverables.
3. Map permitted acts by right, product, field, territory, channel, customer,
   affiliate, contractor, and sublicensee. State all reserved rights.
4. Test sole, exclusive, and non-exclusive language against carve-outs, retained
   use, competing licences, minimum performance, milestones, and conversion rights.
5. Review fees, royalties, bases, deductions, bundles, transfer pricing, currency,
   tax, withholding, reports, records, audit, underpayment, interest, and forecasts.
6. For trademarks, require suitable quality standards, approvals, inspection,
   brand rules, goodwill attribution, use evidence, and post-termination transition.
7. Allocate prosecution, maintenance, infringement notices, control of actions,
   settlements, recoveries, defence, and cooperation.
8. Allocate improvements, derivatives, feedback, data, models, inventions,
   authorship, source code, escrow, interoperability, and open-source compliance.
9. Test confidentiality, trade-secret controls, cybersecurity, privacy, export,
   sanctions, competition, product, advertising, and regulatory obligations.
10. Review warranties, disclaimers, indemnities, caps, insurance, injunctive
    relief, assignment, change of control, termination, survival, sell-off,
    deletion or return, continued support, and stranded-user risk.
11. Produce fallback language tied to each party's priorities.

## Output

Provide an executive risk summary, permission-and-restriction matrix, issue list,
clause comments, proposed language, economics checklist, and termination map.

## Guardrails

Do not treat access as a licence, silence as permission, or ownership as freedom
to operate. Do not overlook non-waivable royalties, moral rights, competition
limits, open-source obligations, privacy, or export controls. Verify formalities
and recordal requirements under current law in each relevant jurisdiction.