Delhi HCSupreme CourtNCLTNCLATCCIDRTRERADPDP 2023

Contracts & Commercial Agreements

Technology & IP Licensing Agreements

Technology licensing, software licence, and IP licence agreement drafting for Indian and cross-border commercial arrangements.

Overview

Technology and IP licensing agreements define who can use what, in what territory, for what purpose, and at what price — and they do so for years or decades. A poorly constructed licence can inadvertently transfer ownership rather than grant use rights, fail to address sublicensing in a manner that exposes the licensor, or omit the quality control provisions that are essential to maintain the validity of a trademark licence under the Trade Marks Act 1999. Corpus Juris Legal drafts technology licensing agreements — software licence agreements, source code escrow arrangements, SaaS agreements, platform licence terms, and IP licence agreements — for technology companies, content owners, and industrial businesses operating in and out of India. Cross-border licensing arrangements require careful navigation of the FEMA regulations governing royalty payments, the RBI's master direction on overseas payments, and the Indian transfer pricing framework where licences are between related parties. Our drafting also addresses the interaction between licensing terms and India's copyright law under the Copyright Act 1957, patent law under the Patents Act 1970, and trade secrets protection under contract.

Key Service Components

  • Software licence agreement drafting — perpetual, subscription, and SaaS
  • Technology transfer and know-how licence agreement drafting
  • IP licence agreement for patents, trademarks, and copyright
  • Trademark licence agreement with quality control provisions
  • Cross-border licence agreement with FEMA royalty compliance
  • Source code escrow arrangement and escrow agreement drafting
  • Sublicence and distribution licence structure design
  • Exclusive vs. non-exclusive licence territory negotiation
  • Transfer pricing advisory for intra-group licensing arrangements
  • Platform terms of service and developer agreement drafting

Why This Matters for Your Business

Technology businesses that licence their IP without robust agreements regularly face sublicensing without consent, use beyond agreed territories, and royalty disputes. Once infringing use is established and commercial relationships have formed around it, correcting the legal position becomes disproportionately expensive.

Our Approach

We map the IP assets being licensed, the intended use case, and the commercial relationship before drafting begins. Licence agreements are structured around what the licensor genuinely needs to protect — whether that is field-of-use restrictions, quality control, confidentiality, or exit rights — and not around a standard template that may not fit the commercial reality.