Before preparing the drafting of the text of a licence agreement, it is necessary to check whether it is subject to specific legislation which cannot be derogated by the parties in order to avoid finding contractual solutions that are manifestly satisfactory, but which, in practice, are completely unenforceable, since in contradiction with the specific legislation in force in the country where the licence agreement is to be applied, they are null and void. In a typical licensing agreement, the licensee undertakes to make intellectual property rights such as technology, brand name or licensee know-how available to the licensee. In exchange for the intellectual property of the licensee, the purchaser usually plays the donor a pre-feeding and/or a licence fee. A licence fee is an ongoing fee paid for the licensee`s right to use intellectual property. From a more legal but purely factual point of view, the complexity of a licensing agreement is directly due to the complexity of the nature of the technological knowledge transferred and the technical and technological capacity of the licensee to immediately understand and exploit the know-how transmitted to it by the licensee. Another subject that must be dealt with during the preparation and negotiation of the licensing agreements is the one on which the taker acquires the know-how that is transmitted to him by the licensee: acquisition of real estate or simple concession of use. the use of the term “licence,” License, the conventional name “licensing agreements” is traditionally used by Western commentators and operators in general, whereas in developing country legislation and in the mindset of local licensees, such contracts are commonly referred to as “technology agreement transfers” where the emphasis seems to be more emphasis than on “concession” (a concept that implies the possibility of retraction and, in any event, some temporal efficiency) on “transfer( which obviously involves the licensee). It is therefore no coincidence that, in many cases, licensing agreements negotiated with potential licensees from developing countries begin negotiations under the name of a contract to be adopted. A licensing agreement is a contract between two parties (conedenters and licensees) in which the donor grants the purchaser the right to use the mark, brand, patented technology or the ability to manufacture and sell goods in the licensee`s possession. In other words, a licensing agreement gives the licensee the opportunity to use the licensee`s intellectual property. Licensing agreements are often used by the licensee to market their intellectual property. So what should an Italian company expect to explore the possibility of entering into a licensing agreement with a licensee from a developing country? While it is not possible to take into account the technology transfer laws that exist in all developing countries, it is also possible to indicate a number of the most frequent restrictions in the “licensing/technology transfer laws” of these countries. also, according to the product reference area, the need to incorporate the typical contractual provisions of a licensing agreement with those which, in order to regulate the way in which the taker can use the rights, and who envisage a contract in which the donor gives the taker the right to manufacture and market certain products in a totally different product sector from that in which the donor is present by implementing the mark of which the donor is the licensee.
, (merchandising licensing agreement) or a licensing agreement whereby the licensee gives the purchaser a specific know-how to manufacture products for the manufacture and marketing of products in a market where the buyer is not directly active with the license mark which is also granted (production licensing contract / parcel licensing agreement).