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Know-How and Technical Assistance Agreement


The owners of patents, designs, copyright and other intellectual property rights subsisting in inventions often choose to licence those rights to others as a means of exploiting their inventions. Often the owner of an invention will choose to enter into a manufacturing licence with another party, allowing that party to manufacture their invention.

In such relationships, the importance of know-how cannot be underestimated. Providing someone with the specifications of an invention will often not be sufficient to enable them to manufacture that invention themselves. As know-how is an important and valuable asset in itself, it is important to control the use of such information.

This Know-How & Technical Assistance Agreement provides for just such a situation. Designed for use alongside a manufacturing licence, this document provides for the licensing of know-how (in any form specified) to the licensee and for the provision of technical assistance to the licensee in the manufacture of a given product (or products). A standard manufacturing licence designed for use in conjunction with this agreement is also available.

In exchange for an initial one-off fee, the owner of the invention (referred to as “the manufacturer” in this document) provides the know-how. When called upon to provide technical assistance, the manufacturer is to invoice the licensee as appropriate in accordance with whatever fee structure is agreed upon.

What exactly is provided under the headings of “know-how” and “technical assistance” is a matter to be decided upon and agreed between the parties. As such, they are left largely undefined in the body of the agreement and can be fully defined in schedules. It is important to note that the know-how schedule can contain either a full set of copies of all technical information or, if you prefer (for reasons of confidentiality, for example), a simple outline description stating what information will be provided. This is a matter of agreement between the two parties, but whichever is chosen will not have any further material effect upon the agreement.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This Know-How & Technical Assistance Agreement contains the following clauses:

1. Definitions and Interpretation
2. Grant of Rights
3. Know-How and Technical Assistance
4. Fees and Payment
5. Intellectual Property
6. Confidentiality
7. Manufacturer’s Warranties
8. Licensee’s Warranties
9. Indemnity
10. Term and Termination
11. Post Termination
12. Non-Assignment of Agreement
13. Notices
14. Force Majeure
15. No Waiver
16. Severance
17. Law and Jurisdiction

And the following schedules:

1. Product(s)
2. Know-How
3. Technical Assistance & Fees

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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