Identify Issues In Technology Licensing Term Sheet

---
name: identify-issues-tech-licensing-term-sheet
task_id: intellectual-property/identify-issues-in-technology-licensing-term-sheet
description: Reviewing a technology licensing term sheet against a company playbook and supporting deal documents to prepare a comprehensive issue memorandum.
activates_for: [planner, solver, checker]
---

# Skill: Identify Issues in Technology Licensing Term Sheet

## 1. Subject-matter triage

- Confirm the term sheet is the operative comparison target and identify every supporting source that can constrain the analysis: playbook, existing IP grants, investor rights, financing covenants, and any attached draft or summary materials.
- If the source set contains multiple deals, parties, products, fields, or license variants, enumerate them first and analyze each separately rather than collapsing them into one blended conclusion.
- Treat the memo as an issue-spotting and prioritization exercise, not a drafting exercise; the goal is to surface deviations, gaps, and dependencies, not to rewrite the deal.

## 2. Failure modes the skill is correcting

- Reviewing the term sheet in isolation and missing conflicts with the firm’s licensing positions or adjacent transaction documents.
- Treating boilerplate labels as sufficient when the operative business terms are underdefined, internally inconsistent, or missing altogether.
- Failing to flag approval or consent constraints that may make the proposed license unauthorized or impracticable.
- Missing structural licensing risks such as scope creep, exclusivity leakage, field-of-use ambiguity, post-termination survivals, improvement ownership, sublicensing limits, audit mechanics, and most-favored-licensee exposure.
- Stopping at description of the issue instead of tying the issue to the relevant source support, the cross-document interaction, and the client consequence.
- Writing a generic memo without a clear priority order, severity label, and action-oriented recommendation.
- Stating legal conclusions without naming the governing authority or conventional rule that supports the proposition.

## 3. Legal frameworks / domain conventions that apply

- A technology licensing term sheet is often non-binding, but it can crystallize commercial commitments and create drafting and deal-execution risk if material points are left ambiguous.
- License scope should be analyzed by grant language, field of use, territory, exclusivity, sublicensing, term, and post-termination residual rights; each dimension can alter the practical reach of the license.
- Any exclusivity or negative covenant should be tested against the existing IP portfolio and any prior grants that may already occupy the same space.
- Investor rights, financing documents, and governance consents may limit the company’s ability to grant, amend, encumber, or transfer IP rights.
- Royalty-bearing licenses should be reviewed for payment base, trigger, reporting, audit, setoff, withholding, and stacking mechanics; missing economics can be as risky as aggressive economics.
- Improvement ownership, derivative works, enhancements, and feedback provisions should be checked for consistency with the business’s control over future development and commercialization.
- Most-favored-licensee concepts require careful carve-outs for distinct deal types and operationally different counterparties.
- The memo should rely on the governing contract-construction principles and any stated corporate authority rules reflected in the source materials; where the source materials identify a controlling policy, consent standard, or approval threshold, cite and apply that rule in the analysis.

## 4. Analytical scaffolds

1. Build a source matrix: term sheet provision, corresponding playbook position, any conflicting clause in the supporting materials, and the resulting issue.
2. For each issue, state the severity level using a uniform ordinal scale defined once at the top of the memo.
3. For each issue entry, close the analysis with: the magnitude or scope reflected in the source materials, the cross-reference that creates the conflict or dependency, and the downstream consequence for the client.
4. Separate pure deviations from approved positions from open drafting gaps; both should be captured, but they should not be conflated.
5. Prioritize issues that affect authority to transact, exclusivity, economics, scope, term, termination, and ownership before lower-order drafting refinements.
6. Assess whether the term sheet leaves a judgment call for the client; if so, identify the decision point and the practical tradeoff.
7. Use the source documents to identify any required consent, notice, approval, or condition precedent and treat absence of compliance as a distinct issue.
8. Where the memo references a legal or policy rule, identify the governing authority by name, section, clause, or policy reference as reflected in the materials or as recognized in ordinary licensing practice.
9. If only one license structure or transaction variant is in scope, say so expressly; otherwise analyze each variant separately.

## 5. Vertical / structural / temporal relationships

- Track how rights move over time: pre-signing understanding, signing, effective date, amendment, exercise, payment period, reporting period, renewal, and post-termination tail.
- Analyze vertical dependencies between the term sheet and upstream governance or investor documents before addressing downstream drafting mechanics.
- Identify when a provision in one section silently narrows or expands another section, especially where scope, economics, termination, and survival interact.
- Where multiple documents govern the same subject, note which source is primary, which is supplementary, and whether the term sheet departs from either.
- If a provision is conditioned on a future definitive agreement, identify whether the term sheet already commits the client to a substantive position that may be hard to unwind later.

## 6. Output structure conventions

- Produce a comprehensive issue memorandum with a short definition of the severity scale at the top.
- Organize the body by priority: pre-execution blockers first, then issues to resolve in the definitive agreement, then items that require client direction.
- Each issue entry should include: severity, provision or topic, playbook position or governing rule, deviation or gap, cross-reference to the interacting source, client consequence, and recommended position.
- Include a dedicated section for investor rights / approval constraints and any other source-level consent or authority issues.
- Keep each recommendation operational and specific; use an imperative action, identify the responsible role from the source materials, and tie timing to the next transaction milestone or a stated deadline.
- End with a concise recommended actions section that converts the memo into next steps for counsel and business owners.