Our main types of services:
Executing and registering alienation agreements, license agreements, pledge agreements, commercial concession agreements, etc.
- Alienation Agreement
Alienation of exclusive intellectual property rights (hereinafter – IPR), in other words, the purchase and sale of IPR, is a sought-after service. A person holding IPR may alienate them at any time. The written form of such an agreement is mandatory (clause 2, article 1234, part 4 of the Civil Code of the Russian Federation). Signing an agreement on the alienation of exclusive intellectual property rights is necessary, for example, if an enterprise is liquidated or sold.
The essence of an alienation agreement is simple – the copyright holder transfers exclusive intellectual property rights to a transferee. Such an agreement can be non-gratuitous or gratuitous if a donation agreement was concluded. When exclusive IPR are alienated, these rights cease to belong to the previous copyright holder and pass to the new one. The former copyright holder no longer has the right to use the IPR.
An agreement on the alienation of exclusive IPR contains the following elements:
- parties to the agreement (copyright holder / transferee);
- subject of the agreement (intellectual property object);
- price (if the agreement is non-gratuitous).
- License Agreement
The license agreement is a type of agreement based on which the licensor (exclusive IPR owner) may transfer their IPR to another person (the licensee). If the licensor has no objection (which is confirmed by their written consent), the licensee may also transfer intellectual property rights to a third party. In such cases, a sublicense agreement should be concluded. These actions (executing a license and sublicense agreement) are governed by article 1235 and article 1238 of the Civil Code of the Russian Federation.
The licensee may transfer intellectual property rights to a third party only within the extent of their own rights under an agreement with the licensor.
The license agreement shall contain:
- agreement conclusion date and number;
- subject of the agreement between the parties – object(s) of the agreement, parties’ rights and obligations;
- agreement price – the amount to be paid by the licensee or sublicensee;
- validity area of the agreement where the intellectual property object is supposed to be used;
- type of license: simple (non-exclusive) – implies a possibility of granting the right of use to third parties; exclusive – no possibility of granting the right of use to third parties;
validity period of the agreement (should not exceed the validity period of the exclusive intellectual property rights).
Commercial Concession Agreement
The commercial concession (franchise) agreement is a form of disposal of exclusive rights that implies cooperation between the parties on favorable terms. The name of the agreement comes from the French word “franchise” that means “benefit,” “privilege.”
The franchise agreement is kind of a mutual benefit for both parties: the transferee receives a ready-made business model with an established reputation, and the copyright holder receives business expansion and sustainable profits.
Under a franchise agreement, the transferee receives not only a business model, but also a whole set of exclusive rights:
- trademark;
- patents for commercial prototypes and utility models;
- software and databases;
- corporate style, fonts, etc.
Such an agreement may be concluded both between sole proprietors and between large companies.
A commercial concession agreement, like all other agreements, shall comply with the requirements established by law. Its mandatory provisions include:
Being concluded in writing;
Detailed description of a set of transferred rights – trademark, trade name, production secrets;
Amount of remuneration, procedure and terms of its payment at the discretion of the parties;
Parties’ rights and obligations;
State registration of the agreement;
Validity period of the agreement (at the request of the parties);
Validity area (at the request of the parties) and other provisions.
One of the essential provisions of a commercial concession agreement is that it may not be gratuitous.
Pledge Agreement
The copyright holder pledges exclusive intellectual property rights to the other party. It is concluded in writing and is subject to mandatory state registration.
The employees of Patentniy Poverenniy LLC are always happy to advise you and correctly draw up all types of intellectual property agreements you need.