Draft Technology License Agreement

---
name: draft-technology-license-agreement
task_id: intellectual-property/draft-technology-license-agreement
description: Draft a technology license agreement for a complex IP platform from a term sheet and supporting diligence materials, reconciling it with any pre-existing agreements and producing a structured cover memo.
activates_for: [planner, solver, checker]
---

# Skill: Draft Technology License Agreement

## 1. Subject-matter triage

- Treat the agreement as a platform license, not a simple product license; confirm whether the contemplated deal is for embedded software, firmware, hardware-adjacent technology, data, or a hybrid stack.
- Start by identifying the source set: term sheet, diligence materials, any prior confidentiality or development arrangements, any existing commercialization or distribution arrangement, and any ancillary data or support obligations.
- Determine whether the draft must resolve conflicts with prior agreements, incorporate third-party constraints, or leave open items for client instruction.
- If the source materials reference multiple technology versions, modules, releases, or deployment environments, map them before drafting so the grant matches the actual technical scope.

## 2. Failure modes the skill is correcting

- Drafting a generic license without reconciling prior confidentiality, employment, invention assignment, development, or technology-transfer terms that may affect ownership, use rights, or residual know-how.
- Failing to map each commercial term in the term sheet to an operative agreement provision, leaving material points only in recitals or omitted entirely.
- Drafting an overbroad technology definition or field of use that unintentionally captures materials the licensor intends to retain.
- Leaving fees, royalties, audit mechanics, support commitments, escrow mechanics, or IP ownership provisions vague or internally inconsistent.
- Producing a cover memo that identifies issues without stating the drafting gap, recommended treatment, and the section where the issue is resolved or flagged.
- Ignoring integration, supersession, or coexistence language where pre-existing agreements could conflict with the new license.
- Overlooking data-processing requirements, confidentiality carve-outs, export or regulatory restrictions, or assignment limits that may affect implementation.
- Writing a memo that sounds advisory but does not give a concrete drafting recommendation for each open point.

## 3. Legal frameworks / domain conventions that apply

- Define the licensed technology with component-level specificity, including versions, releases, modules, documentation, updates, and related deliverables, and expressly exclude retained materials.
- Draft the scope of license by separating field of use, territory, channel, customer class, exclusivity, sublicensing, and transfer restrictions.
- State background IP, improvements, derivative works, feedback, and cross-license mechanics expressly; do not rely on generic ownership language to resolve ownership of enhancements.
- Separate consideration mechanics from the grant: upfront fees, milestone fees, royalty base, deductions, reporting, payment timing, late charges, and tax treatment belong in distinct provisions.
- Where royalties depend on revenue, use a disciplined definition of net revenue with enumerated deductions and anti-erosion guardrails; keep audit rights aligned with reporting obligations.
- If favored-licensee concepts are present, include carefully drawn carve-outs for strategic, volume, settlement, legacy, or bundled arrangements as appropriate to the deal.
- If source code escrow is contemplated, specify the escrow agent, deposited materials, release triggers, notice and cure periods, and fee allocation.
- If support is in scope, define support hours, severity levels, response and resolution commitments, escalation mechanics, and any annual fee adjustment.
- Address term, renewal, suspension, termination, post-termination wind-down, survival, and transition assistance with precision.
- Include representations, warranties, indemnities, limitation of liability, and confidentiality provisions that match the risk allocation reflected in the term sheet and diligence.
- If personal data processing is implicated, require a compliant data processing arrangement or make it a condition precedent to effectiveness.
- Use recognized contract-drafting authorities and concepts as the legal baseline for interpretation and internal consistency, including Restatement (Second) of Contracts principles on integration and interpretation, UCC Article 2 by analogy where applicable to mixed transactions, and copyright/patent/trade secret ownership principles where relevant to the technology.

## 4. Analytical scaffolds

1. Read the term sheet as the controlling commercial roadmap, then map each business point to a specific agreement section before drafting prose.
2. Inventory every pre-existing document that could affect ownership, confidentiality, exclusivity, use rights, support obligations, or integration; identify any conflict and decide whether the new agreement should supersede, coexist, or carve out the prior arrangement.
3. Draft the technology definition first, then draft the grant, reserved rights, restrictions, and exclusions so the scope is internally consistent.
4. Draft economic terms with separate mechanics for consideration, payment timing, reporting, audit, and remedies for underpayment; do not bury economics in the license grant.
5. Draft ownership provisions after the grant so background IP, improvements, feedback, and residual know-how are aligned with the actual business model.
6. If support, escrow, data processing, or regulatory obligations appear in the source materials, draft them as stand-alone provisions tied to defined triggers and deliverables.
7. Build the indemnity and liability framework around the identified risk profile, ensuring exclusions, caps, and carve-outs do not contradict the fee or royalty structure.
8. For each open issue, decide whether the agreement should resolve it, defer it, or flag it for client instruction; the cover memo should match that decision exactly.
9. Where the source set is ambiguous, prefer a drafting approach that preserves flexibility while preventing accidental overgrant, overpayment, or unintended ownership transfer.
10. Before finalizing, verify that the operative agreement contains clauses, not merely descriptive recitals, for all material deal points reflected in the term sheet.

## 5. Vertical / structural / temporal relationships

- If the deal involves multiple product layers or technology generations, sequence the definition from core platform to modules to updates to documentation to derivative materials.
- If there are staged rights, condition precedent mechanics, or phased commercialization milestones, align the grant and payment obligations with the same chronology.
- If support, escrow, or transition assistance continues after termination, distinguish in-term obligations from survival obligations and post-termination wind-down rights.
- If prior agreements remain effective for limited purposes, identify the surviving provisions and the exact relationship between old and new documents.
- If approval, notice, or cure periods appear in the source materials, preserve them in the operative clauses and make them measurable.
- If multiple jurisdictions, business units, or deployment environments are in scope, separate territorial, organizational, and technical boundaries rather than combining them in one recital.

## 6. Output structure conventions

- Produce the agreement as the primary deliverable and the cover memo only after the agreement is complete and populated with operative clauses.
- The agreement should read like a clean commercial contract: title, recitals, definitions, grant, restrictions, fees, royalties, reporting, audit, support, escrow if applicable, IP ownership, confidentiality, representations and warranties, indemnity, limitation of liability, term and termination, and general provisions.
- Draft sections so each commercial point from the term sheet is reflected in an operative clause, schedule, exhibit, or defined term.
- Use precise defined terms and keep them consistent throughout the agreement; do not introduce undefined shorthand for material concepts.
- The cover memo should be numbered, with each item stating: the issue or gap, the recommended drafting approach, and the agreement section where it is addressed or flagged.
- Where an issue turns on client instruction, say so directly and identify the drafting fork rather than implying a default answer.
- Keep the memo focused on actionability: what changed, what remains open, and why it matters to signing or implementation.
- End the memo with a concise recommended actions section that assigns the next step to the appropriate business or legal owner and ties it to the signing or finalization milestone.
- Before finishing, confirm that the agreement file contains substantive contractual text and that the memo file contains concrete drafting guidance rather than a summary of the source materials.