Writing Licenses and Other Agreements—Some Tips Based on Over Fifty Years of Mistakes and Confusion (Mostly Others’, But a Few of Mine)

Abstract

This article - intended for lawyers and non-lawyers - discusses the important things I have learned in my fifty two years of negotiating, drafting and re-drafting patent license (and other) agreements (starting as Licensing Counsel for Abbott Laboratories in 1964). My contract drafting perspectives were greatly improved when I was an associate and then partner (dividing my time between patent and corporate matters) at Schnader, Harrison, a large Philadelphia law firm where I had several mentors whose guidance I followed.

The article is written in easy-to-read outline form and covers major problems in agreement drafting, dealing with the first draft, the use of forms, drafting pointers, issues in definitions, proper language usage, troublesome words and phrases, troublesome clauses and boilerplate. The Appendix includes samples of poorly written clauses (and my improvements) and examples of license agreement definitions, clauses and other forms that I use.

Keywords: Contracts; Drafting contracts; Writing licenses; Agreements; Drafting skills; Legal principles; Negotiating; License agreement; Paent law; Labor law; Bankruptcy