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General information on agreements

When you need to enter an agreement with a trading partner it is always a good idea to offer a balanced agreement which is considered reasonable by both parties. In this way the parties are encouraged to solve any disagreements in a positive and cooperative manner through the agreement.

Reconcile your expectations of the agreement
There is no reason to make the other party commit to anything that you know they will barely be in a state to fulfil. It is therefore important for the parties to have convergent incentives and a positive incitement structure in the agreement.

It is also important that the agreement clearly defines the rights and obligations between the parties and that the agreement prevents conflicts as far as possible. However, it is important that an agreement is always tailored to the specific parties and conditions.

What should an agreement on trading IPR include as a starting point?
In general, you can say that, as a minimum, an agreement on trading IPR should include provisions on:

  • Purpose, which describes the purpose of transferring the right.
  • Seller's/licensor's obligations, which describes the obligations the seller/licensor has under the agreement conditions. For example, the duties which the seller/licensor has in relation to support for registration or re-registration of the right.
  • Buyer's/licensee's obligations, which describes the obligations the buyer/licensee has under the agreement conditions, e.g. financial obligations.
  • Breach, which describes the consequences of one party, for example, not fulfilling its obligations under the agreement.
  • Damages, which establishes when the parties are liable for damages in relation to each other.
  • Term and termination, which describes the duration of the contract and how it can be terminated.
  • Legal venue and choice of law, which describes where the parties shall attempt to have any disputes resolved, as well as which country's law shall apply and determine the resolution of disputes.

How do you agree on the conditions in an agreement?
There is no existing formula for how to reach an agreement on the conditions. This leaves you free to agree on what you think is best for you. However, it is often a good idea to obtain advice from a lawyer experienced in drawing up agreements. You should also ask for help from a professional consultant in relation to the technical aspects of the right, before entering any agreement.

How do you ensure that your trading partner complies with the conditions in the agreement?

You can monitor how the party behaves and which products they introduce onto the market. It is important that the cooperation is carefully described in the agreement, so that compliance can easily be determined. It is also a good idea to regularly cultivate the cooperation.