Scenario 01

---
name: identify-tech-license-agreement-issues-scenario-01
task_id: intellectual-property/identify-technology-license-agreement-issues/scenario-01
description: Reviewing a draft technology license agreement from the licensee's perspective against a licensing playbook and business requirements to prepare a risk-rated issues memo with recommended positions.
activates_for: [planner, solver, checker]
---

# Skill: Identify Technology License Agreement Issues (Licensee Perspective)

## 1. Subject-matter triage

- Treat the draft as a licensee-side negotiation memo, not a generic contract summary.
- Read the agreement section-by-section against the licensee’s business use case, internal playbook, and any deal notes or markups.
- Identify only issues that matter to the licensee’s intended deployment, commercialization, integration, distribution, support, and continuity needs.
- If the source set reflects multiple products, territories, business units, or channels, enumerate them up front and analyze each relevant scope separately rather than blending them.

## 2. Failure modes the skill is correcting

- Reviewing the agreement without tying each deviation to the licensee’s actual operating model, causing missed commercial leverage.
- Missing scope defects in the grant, restrictions on use, sublicensing gaps, or downstream-flow issues that would block intended exploitation.
- Overlooking ownership traps around improvements, derivative works, feedback, integration artifacts, or license-back language.
- Underreading continuity risk where the licensed technology is business-critical and the agreement lacks practical fallback rights, transition support, or access mechanics.
- Treating audit, termination, support, indemnity, warranty, and liability clauses as boilerplate instead of negotiating risk allocators.
- Describing an issue without stating its scale, related clause interplay, and concrete business consequence.
- Giving a recommendation without a clear severity judgment or an action the business side or counsel can actually execute.

## 3. Legal frameworks / domain conventions that apply

- License scope should be tested against the licensee’s intended internal, customer-facing, affiliate, contractor, hosting, and integration uses.
- Field-of-use, territory, channel, user-count, and platform restrictions should be measured against the actual operating and growth plan.
- Sublicensing, delegation, hosting, and service-provider rights should be assessed for whether they are express, implied, or functionally missing.
- Ownership of enhancements, modifications, derivatives, configurations, integrations, and data-driven outputs must be read for assignment, retention, and license-back consequences.
- Where the technology is operationally critical, continuity tools such as source access, escrow, transition assistance, or fallback licenses should be evaluated under the governing release and access mechanics.
- Audit provisions should be reviewed for trigger, notice, scope, frequency, lookback, confidentiality, cost shifting, and dispute mechanics.
- Term, renewal, suspension, and termination rights should be assessed for business continuity and wind-down feasibility.
- Warranty and indemnity language should be reviewed against core licensing doctrines, including authority to license, non-infringement allocation, performance commitments if any, and third-party IP claim handling.
- Limitation-of-liability provisions should be checked for carve-outs, cap structure, indirect-damages exclusions, and remedy exclusivity in light of the licensee’s likely exposure.
- Use the governing law and any expressly cited authorities in the draft when stating legal propositions; do not state a legal conclusion without naming the rule or contractual provision supporting it.

## 4. Analytical scaffolds

1. Break the draft into its operative sections and map each against the licensee playbook position, flagging every material divergence.
2. For the license grant, test breadth, permitted users, affiliates, subcontractors, hosting, distribution, and reserved rights against the stated business model.
3. For restrictions, assess whether any field-of-use, anti-compete, transfer, copy, reverse-engineering, benchmark, or confidentiality restraints are overbroad for the intended use.
4. For ownership and feedback provisions, separate pre-existing IP, licensee-created improvements, jointly developed work, and derivative materials; identify assignment and license-back effects.
5. For continuity protections, confirm whether any escrow, access, support, maintenance, or transition provisions actually work in a disruption scenario.
6. For audit and compliance clauses, trace who may audit, on what notice, at what frequency, with what records, and what happens if the parties disagree.
7. For term, suspension, termination, and post-termination rights, test whether the licensee can preserve operations, migrate, or wind down without avoidable interruption.
8. For indemnity, warranty, and liability, evaluate who bears third-party claims, performance failures, data issues, and business interruption risk.
9. For each issue, state the affected section, the risk severity, the commercial/legal consequence, and the recommended position; include targeted redline language only where it materially sharpens the position.
10. Where the source set contains multiple interacting clauses or exhibits, cross-reference them explicitly so the memo reads as a coherent negotiation map rather than a list of isolated defects.

## 5. Vertical / structural / temporal relationships

- Identify dependencies between the grant, restrictions, permitted users, fee mechanics, support obligations, audit rights, and termination regime.
- Treat affiliate, contractor, and reseller structures as separate verticals if the agreement allocates rights differently across them.
- Track whether rights expand or contract over time through renewals, milestone-based changes, version upgrades, or change-of-control triggers.
- If the agreement includes staged access, phased implementation, or future functionality, distinguish present rights from promised future rights.
- When a clause refers to another document, schedule, policy, or order form, read the incorporated material as part of the operative risk picture and cross-check for inconsistency.
- If more than one time period matters, analyze each period separately rather than using one blended assessment.

## 6. Output structure conventions

- Write an issues memorandum organized by severity from the licensee’s perspective, using an explicit ordinal scale defined once at the top.
- For each issue entry, include:
  - section reference,
  - short issue title,
  - severity,
  - why it matters to the licensee,
  - cross-referenced clause or document interaction,
  - downstream consequence,
  - recommended position,
  - and, where helpful, concise sample redline language.
- Every issue should be written as a complete negotiation point, not a bare defect: state the operative clause, the scale of the risk using source-document figures or thresholds where available, the interacting provision, and the resulting business or litigation impact.
- Close with a Recommended Actions block that assigns each action to counsel or the relevant business owner and ties it to a concrete timing anchor in the deal process or source materials.
- Keep the memo practical and decision-ready; avoid abstract legal commentary that does not change the negotiation position.