Letter Of Intent To License Intellectual Property Generator for United States

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Key Requirements PROMPT example:

Letter Of Intent To License Intellectual Property

"Need a Letter of Intent to License Intellectual Property for a machine learning algorithm patent we want to license to a major tech company, with a 90-day exclusivity period starting March 2025 and strict confidentiality provisions."

Document background

A Letter Of Intent To License Intellectual Property is commonly used when parties wish to formalize their intent to enter into an IP licensing arrangement while maintaining flexibility for detailed negotiations. This document, governed by U.S. federal and state laws, typically precedes a formal licensing agreement and outlines key terms such as the scope of IP rights, proposed payment structure, and timeline for due diligence. It helps parties establish clear expectations and demonstrate serious intent while protecting confidential information exchanged during negotiations. The document is particularly valuable in complex transactions where detailed due diligence is required before finalizing a binding agreement.

Suggested Sections

1. Introduction and Parties: Identification of the potential licensor and licensee, including full legal names and addresses

2. Subject IP: Clear identification and description of the intellectual property intended to be licensed

3. Proposed Terms: High-level outline of key licensing terms being considered, including scope, territory, and type of license

4. Due Diligence Process: Overview of the process for evaluation and verification of IP rights

5. Timeline: Proposed schedule for negotiation and execution of final agreement

6. Non-Binding Nature: Statement clarifying that the LOI is non-binding except for specific provisions

Optional Sections

1. Exclusivity Period: Terms regarding exclusive negotiation period and restrictions on negotiating with other parties

2. Confidentiality Provisions: Terms governing the exchange and protection of confidential information during negotiations

3. Break-up Fee: Provisions for compensation if negotiations terminate under specific circumstances

4. Binding Provisions: Specific provisions that are intended to be legally binding, such as confidentiality and exclusivity

Suggested Schedules

1. Schedule A - IP Description: Detailed description of the intellectual property being considered for license, including registration numbers and status

2. Schedule B - Due Diligence Checklist: List of required documentation and verification steps for IP due diligence

3. Schedule C - Proposed Timeline: Detailed schedule of negotiation and execution milestones with specific dates

4. Schedule D - Proposed Commercial Terms: Preliminary outline of key commercial terms including royalties, payments, and territory

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Intellectual Property
Licensed Rights
Territory
Due Diligence Period
Confidential Information
Binding Provisions
Non-Binding Provisions
Effective Date
Exclusivity Period
Field of Use
Proposed License Fee
Representatives
Definitive Agreement
Background IP
Negotiation Period

Clauses

Non-Binding Nature
Confidentiality
Exclusivity
Due Diligence
Good Faith
Costs and Expenses
Term and Termination
Proposed License Scope
Proposed Payment Terms
Break-up Fee
Governing Law
Dispute Resolution
Assignment
Notices
Entire Agreement

Relevant Industries

Technology
Pharmaceuticals
Manufacturing
Entertainment
Biotechnology

Relevant Teams

Legal
Research & Development
Business Development
Intellectual Property
Executive Leadership

Relevant Roles

Chief Technology Officer
IP Counsel
Business Development Manager
Innovation Director
Licensing Manager

Industries

Patent Act: Federal law (35 U.S.C.) governing patents in the United States, which protects new, useful, and non-obvious inventions

Trademark Act: Federal law (Lanham Act, 15 U.S.C.) protecting marks, symbols, and brand identifiers used in commerce

Trade Secrets Act: Federal law (18 U.S.C.) protecting confidential business information that provides competitive advantage

Defend Trade Secrets Act: Federal law providing uniform trade secret protection across states and allowing trade secret cases in federal courts

State Contract Laws: State-specific laws governing contract formation, enforcement, and interpretation

Uniform Commercial Code: Standardized set of laws governing commercial transactions, including sales and licensing

Statute of Frauds: Legal requirement that certain contracts must be in writing to be enforceable

Sherman Antitrust Act: Federal law prohibiting monopolistic practices and restraints on trade

Clayton Act: Federal law supplementing the Sherman Act, addressing specific anticompetitive practices

Federal Trade Commission Act: Federal law prohibiting unfair methods of competition and deceptive practices

Export Control Regulations: Federal regulations controlling the export of sensitive technologies and intellectual property

Industry-Specific Regulations: Regulatory requirements specific to certain industries (FDA, FCC, etc.) affecting IP licensing

Non-Binding LOI Principles: Legal principles governing the non-binding nature of Letters of Intent while maintaining certain binding provisions

Confidentiality Obligations: Legal requirements for protecting confidential information exchanged during negotiations

Due Diligence Requirements: Legal framework for investigating and verifying IP assets and related rights

Exclusivity Provisions: Legal principles governing exclusive negotiation periods and rights

Good Faith Negotiations: Legal requirement to negotiate in good faith and with honest intent

Termination Rights: Legal principles governing the right to terminate negotiations or the LOI

Dispute Resolution: Legal framework for resolving disputes arising from the LOI or negotiation process

Find the exact document you need

Joint Ip Agreement

A US-governed agreement establishing terms for joint ownership and management of intellectual property between multiple parties.

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Let's create your Letter Of Intent To License Intellectual Property

Authors

Alex Denne

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