Licensing & Commercial Agreements
License the use. Keep the asset.
The terms in a commercial agreement determine whether it protects you when the relationship is tested, so the value is in how those terms are drafted and negotiated. Hank has drafted and negotiated commercial agreements, IP licenses, software licenses, SaaS subscriptions, and development agreements for more than 29 years, for the businesses that depend on getting them right.
A license is a document that permits someone to use intellectual property or some other set of rights owned by the grantor of those rights. Hank negotiates whether a license is exclusive or nonexclusive, the territory and field of use it covers, how long it runs, whether the licensee can sublicense the rights, and what the licensor is paid, whether a flat fee, a per-seat charge, or a royalty tied to revenue. Software and SaaS agreements have their own set of issues to address, such as uptime and service levels, data ownership and security, support obligations, and what happens to your data when the subscription ends, each of which determines who carries the risk when the product fails or the relationship sours.
Development and consulting agreements turn on ownership of what gets built. Absent a written assignment, a contractor who writes your code or designs your site owns the copyright in it, not the company that paid for it, so Hank drafts assignments and work-for-hire terms that deliver ownership of the copyright interests to you. Those documents define the scope of work and the acceptance criteria that determine when a job is finished and payment is due, and set the confidentiality, indemnification, warranty, and liability terms that allocate risk when a third party claims the deliverables infringe or the product causes a loss.
Hank has papered these agreements for software companies licensing a platform, businesses buying technology they depend on, consultants and agencies selling their services, and founders protecting what they build, so you get terms negotiated by a lawyer who also litigates them when a dispute arises. Every engagement works toward the same result, an agreement that says what you agreed to and stays enforceable when the other side reads it back to you.
Services Include
- Software licenses
- SaaS agreements
- Website design and development agreements
- IP licenses
- Consulting agreements
- Professional services agreements
- Confidentiality and non-disclosure agreements
- Commercial terms and conditions
Licensing & Commercial Agreements Insights
Limitation of Liability in Commercial Contracts: How Liability Caps and Consequential Damages Waivers Allocate Risk
Every commercial contract allocates risk between the parties, and the limitation of liability clause is where the most significant risk decisions are made. It determines how much money one party can recover from the other when something goes wrong.
Read articleIndemnification Provisions: Who Defends, Who Pays, and How the Procedures Work
Indemnification is how contracts handle third-party claims. If a customer gets sued because a vendor's product infringed someone's patent, indemnification determines whether the vendor pays for the defense and covers the judgment. If an employer gets sued because a contractor's employee was injured on the job, indemnification determines who bears the cost.
Read articleInsurance Requirements in Commercial Agreements: What Coverage to Require and How to Verify It
An indemnification clause is a promise. An insurance policy is the money behind it. If your counterparty agrees to indemnify you for third-party claims but doesn't carry insurance adequate to pay a judgment, the indemnification is backed by nothing except the counterparty's balance sheet, and that balance sheet may not survive the claim.
Read articleGoverning Law, Jurisdiction, and Venue: Why These Three Clauses Determine Where and How You'll Fight
When a commercial contract dispute ends up in litigation, three provisions drafted months or years earlier determine where the case is filed, which state's laws the court applies, and whether you're litigating on your home turf or traveling to a distant forum at your own expense.
Read articleTermination Provisions: For Cause, For Convenience, and What Survives After the Contract Ends
Every commercial relationship ends eventually. It ends when the contract term expires, when the work is completed, or when something goes wrong and one party needs to exit. How it ends, what obligations continue afterward, and who owes what during the transition are determined by the termination provisions you negotiated before the relationship began.
Read articleRepresentations, Warranties, and Covenants: What Each One Means and Why the Distinction Affects Your Remedies
"Represents and warrants" appears in virtually every commercial contract, and most people who sign contracts containing that phrase treat it as a single concept, though a representation, a warranty, and a covenant are three different types of contractual statements, each serving a different purpose, each producing different remedies when breached, and each interacting differently with indemnification, survival provisions, and limitation of liability.
Read articleSoftware and IP License Agreements: Exclusive Versus Nonexclusive and How the Grant Controls Everything Else
A license grants permission to use someone else's intellectual property under defined conditions while the licensor keeps ownership. When you license software, a patent, a trademark, or a copyrighted work, the licensor retains ownership and gives you the right to use the IP within the boundaries of the license grant.
Read articleMaster Services Agreements and Statements of Work: How the Two-Document Structure Protects Both Sides
A company that hires the same IT vendor for five separate projects over two years can negotiate five full contracts, each covering the same indemnification, limitation of liability, IP ownership, confidentiality, and dispute resolution provisions.
Read articleNDAs and Confidentiality Agreements: What They Protect, What They Don't, and When They Expire
Before two companies can evaluate whether to do business together, they need to share information that neither would want a competitor to see. Customer lists, pricing strategies, financial projections, proprietary technology, product roadmaps, and business plans all need to move between the parties during negotiations, due diligence, vendor evaluations, and partnership discussions.
Read articleRelated Work
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