Scenario 02

---
name: identify-tech-license-agreement-issues-scenario-02
task_id: intellectual-property/identify-technology-license-agreement-issues/scenario-02
description: Reviewing a draft technology license agreement from the licensee's perspective against supporting materials provided to prepare an issue memorandum with recommended positions.
activates_for: [planner, solver, checker]
---

# Skill: Identify Technology License Agreement Issues — Licensee Perspective

## 1. Subject-matter triage

- Confirm the supporting materials set and treat the agreement as a draft to be tested against all licensee-side inputs, including playbook positions, business requirements, product or platform description, and negotiation history.
- Identify whether there is more than one product, use case, territory, customer channel, affiliate, or payment stream in scope; if so, separate them before analysis rather than blending them into one pass.
- If the materials define a single scope element, say so expressly and explain why no broader sweep is needed.

## 2. Failure modes the skill is correcting

- Reviewing the license without a structured comparison to the supporting materials and the licensee’s operating model.
- Using a generic IP checklist instead of a licensee-side framework centered on continuity, exploitation rights, and product evolution.
- Missing issues that arise from omitted rights or missing mechanics, including rights needed for distribution, maintenance, integration, or future commercialization.
- Treating issue spotting as description only, without tying each point to the governing language, the interacting clause, and the practical consequence.
- Failing to translate legal concerns into prioritized commercial advice with a clear next step.

## 3. Legal frameworks / domain conventions that apply

- License grant scope must be tested against current and planned uses, including internal use, customer-facing deployment, resale, integration, modification, and derivative works.
- Sublicensing should be checked where the licensee distributes, embeds, or otherwise passes licensed functionality through to customers, channel partners, contractors, or affiliates.
- Source code escrow or similar continuity protections should be evaluated where operations depend on the licensed codebase or on ongoing support, maintenance, or access to critical fixes.
- IP warranty and infringement indemnity should be reviewed for adequacy of coverage, exclusions, defenses, procedures, remedies, and any narrowing tied to covered technology.
- Improvements and updates should be tested for automatic inclusion, delivery obligations, compatibility with the licensee’s deployment model, and ownership or use-right allocation.
- Royalty, reporting, and audit mechanics should be checked for administrability, data availability, and dispute containment.
- Termination language should be reviewed for cure periods, termination triggers, survival, transition assistance, and any post-termination use rights.
- Where a legal proposition is stated, ground it in the controlling authority supplied by the materials or the generally recognized doctrine the clause invokes, rather than asserting a conclusion in the abstract.

## 4. Analytical scaffolds

1. Start with the playbook or business objective, then map each position to the corresponding agreement section.
2. For each material topic, compare the draft language to the licensee’s expected use case and flag any mismatch, omission, or hidden condition.
3. For each issue, state:
   - the draft language or section implicated,
   - the governing authority, contract principle, or source-document position supporting the concern,
   - the practical effect on the licensee,
   - the recommended licensee-side position.
4. When a clause interacts with another provision, schedule, exhibit, or supporting document, analyze the interaction explicitly rather than treating the clause in isolation.
5. Where the draft contains thresholds, reporting obligations, caps, triggers, or cure periods, use those figures or timing anchors to scale the issue.
6. For multiple parties, products, territories, payment streams, or time periods, analyze each separately and keep the treatment parallel.
7. Rank issues by business impact and risk to continuity, cost, control, or downstream commercialization.
8. Keep the memo issue-oriented: identify what is wrong or missing, why it matters, and what should change.

## 5. Vertical / structural / temporal relationships

- Trace rights from grant to use, sublicensing, distribution, support, modification, and post-termination survival to ensure later clauses do not silently narrow earlier rights.
- Trace obligations from signing through implementation, deployment, reporting, renewal, and termination so timing mismatches are visible.
- Compare baseline rights against exception clauses, reserved rights, compliance conditions, and remedies to see whether the practical package still works for the licensee.
- Where the agreement contemplates future deliverables, upgrades, or improvements, test whether the mechanics actually deliver usable rights on a workable timeline.

## 6. Output structure conventions

- Write an issues memorandum organized by severity, using an ordinal scale defined once at the top of the memo.
- Use a consistent entry format for each issue:
  - Severity
  - Agreement section or source document
  - Issue summary
  - Why it matters to the licensee
  - Cross-reference or interacting provision
  - Recommended licensee-side position
- Keep each issue entry complete: it should state the scale or threshold implicated, identify the interacting clause or document, and explain the downstream consequence for the licensee.
- End with a concise Recommended Actions block that assigns each action to a role and includes a timing anchor tied to the deal process, review cycle, or other relevant milestone.
- Favor conventional issue-memo phrasing over contract drafting language; this is an advisory document, not a markup.