settlement-license-agreement

name	settlement-license-agreement
title	Settlement and License Agreement
description	Drafts a dual-purpose Settlement and License Agreement resolving IP litigation while establishing an ongoing licensing framework. Covers mutual releases, covenants not to sue, IP license grants, royalty structures, confidentiality, indemnification, and post-termination rights. Use when drafting IP settlement agreements, litigation resolution with license-back provisions, or combined release-and-license instruments.
author	CaseMark
author_url	https://github.com/CaseMark/skills/tree/main/skills/legal/settlement-license-agreement
license	Apache-2.0
version	0.1.0
execution_mode	open
jurisdiction	general
practice	ip
language	en
tags	["litigation","transactional","agreement","drafting"]

Settlement and License Agreement

Drafts an agreement that simultaneously resolves IP litigation and establishes a licensing framework between the parties.

Prerequisites

1. Case documents — pleadings, complaints, counterclaims, case numbers, court identifications
2. IP portfolio — patent numbers, trademark registrations, copyright registrations, trade secret descriptions
3. Prior negotiations — term sheets, settlement correspondence, mediation briefs
4. Financial terms — agreed settlement amounts, proposed royalty structures, payment schedules
5. Party details — full legal names, entity types, jurisdictions of organization, principal places of business

Output Structure

1. Preamble and Recitals

Element	Content
Parties	Full legal names, entity types, organization jurisdictions, addresses, signing capacity
Dispute history	Case numbers, courts, claims asserted, IP at issue
Recital narrative	Context sufficient for a third party to understand what was settled and why
Mutual intent	Desire to resolve disputes and establish licensing relationship

2. Definitions

Define all key terms on first use. At minimum:

• Licensed IP (enumerate by registration/patent number)
• Licensed Field of Use
• Licensed Territory
• Net Sales / Royalty Base
• Confidential Information
• Affiliate / Related Party

3. Settlement and Release

Component	Requirements
Mutual general release	Scope: all claims asserted or assertable; extend to affiliates, successors, assigns; carve out obligations under this agreement
Covenant not to sue	Additional layer beyond the release
Litigation dismissal	Stipulated dismissal with prejudice; specify timeline and filing responsibility
Survival	Release must survive license termination — draft explicit language

• Balance breadth (finality) against specificity (enforceability)
• Include Cal. Civ. Code § 1542 waiver or equivalent if California law applies [VERIFY]