know-how-license-agreement

name	know-how-license-agreement
description	Drafts U.S. know-how (trade secret) license agreements covering scope, exclusivity, field-of-use, territory, consideration, confidentiality, tech transfer, diligence, and compliance. Use when licensing confidential technical information, manufacturing processes, trade secrets, non-patent IP, or process know-how; trigger keywords: know-how license, trade secret license, technology transfer agreement, confidential information license, process license, technical know-how, manufacturing know-how.
tags	["agreement","drafting","transactional"]

Know-How License Agreement

License agreement for confidential technical information and trade secrets where the licensed IP is not covered by patents. Sensitive know-how detail belongs in confidential exhibits, not in the agreement body.

Prerequisites

1. Parties — legal names, entity types, jurisdictions, signatory authority.
2. Know-how scope — technical description, confidentiality level, exhibit references.
3. Field & territory — permitted uses, industries, geographies, manufacturing vs. sales scope.
4. Exclusivity — exclusive / sole / non-exclusive; sublicensing position.
5. Economics — upfront fee, royalties, milestones, minimums, audit terms.
6. Transfer plan — documentation, training, support, timelines.
7. Diligence — milestones, reporting, commercialization obligations.
8. Compliance — export controls, regulatory approvals, industry rules.
9. Prior agreements — existing NDAs, collaboration agreements, or IP licenses.

If any prerequisite is missing, flag it as an open item and proceed with labeled assumptions.

Step 1: Deal Intake

Populate the intake table from term sheet, tech schedule, and counsel input.

Item	Required Detail	Source
Parties	Full legal name, entity type, jurisdiction, address	Term sheet / records
Know-how	High-level description, confidentiality qualifiers	Tech schedule
Field of use	Industry, product, application limits	Term sheet
Territory	Countries/regions, manufacturing vs. sales scope	Term sheet
Exclusivity	Exclusive/sole/non-exclusive, licensor carve-outs	Term sheet
Sublicensing	Allowed scope, consent requirements, pass-through terms	Term sheet
Consideration	Upfront, milestones, royalties, minimums	Term sheet
Royalty base	Net sales definition, deductions, bundles	Finance notes
Support	Training, tech transfer, validation, response times	Tech plan
Improvements	Ownership, grant-back, joint development	Negotiation
Compliance	Export, regulatory, anti-corruption	Compliance team
Disputes	Governing law, venue, arbitration	Counsel

Step 2: Draft Definitions

Term	Drafting Notes
Know-How / Licensed Technology	Identify by category + confidential schedule reference
Confidential Information	Standard exclusions + trade secret status
Field of Use	Clear boundary conditions and examples
Territory	Manufacturing vs. sale/import scope
Net Sales	Allowed deductions list
Improvements	Scope definition and ownership triggers
Affiliate	Control threshold and inclusion criteria
Milestone	Objective criteria + dates

Step 3: Draft Agreement Sections

Follow this section order:

• Parties, recitals, background
• Definitions
• Grant of license — scope, exclusivity, field, territory
• Sublicensing — consent, flow-downs, termination effects
• Improvements/derivatives — ownership and grant-back
• Consideration — upfront, milestones, royalties, minimums
• Reports, records, and audit rights
• Confidentiality and trade secret safeguards
• Tech transfer — deliverables, training, support
• Diligence and performance milestones
• Representations, warranties, disclaimers
• Indemnification and procedures
• Limitation of liability and carve-outs
• IP ownership and enforcement
• Term, termination, wind-down
• Compliance — export control, regulatory
• Insurance (if required by risk profile)
• Dispute resolution and governing law
• General provisions; signatures; exhibits

Financial Terms

Upfront Fee: $[amount], due [date], creditable against royalties: [Yes/No]

Milestones:
- [Objective event] -> $[amount] due within [days]

Minimum Royalties:
- Year 1: $[amount]
- Shortfall consequence: [pay shortfall / convert exclusivity / termination]

Royalties:
- Rate: [x% of Net Sales / $ per unit]
- Bundled products: [allocation method]
- Affiliate sales: [FMV or transfer price standard]
- Reporting: [quarterly/monthly] within [days]
- Audit: [once/year], underpayment threshold [x%] shifts costs

Confidentiality Controls

• Care standard: at least reasonable, not less than own highest-value info
• Access limited to need-to-know personnel under written NDA
• Physical, technical, and administrative safeguards specified
• Compelled disclosure: notice + protective order + minimum disclosure
• Survival: perpetual or until public domain without breach
• Return/destroy materials on termination; officer certification

Improvements Ownership

Scenario	Ownership	License Back
Licensor-only	Licensor	Included or separate fee
Licensee-only	Licensee	Grant-back terms
Joint	Joint / by inventorship	Cross-license scope

Termination Triggers

Trigger	Cure Period	Effect
Material breach	30-60 days	Termination
Non-payment	Short cure	Termination or conversion
Confidentiality breach	None	Immediate termination
Insolvency	30-90 days	Automatic termination
Diligence failure	N/A or short	Convert exclusivity or terminate

Step 4: Attach Exhibits

• Exhibit A — Confidential know-how description
• Exhibit B — Tech transfer deliverables and timeline
• Exhibit C — Milestones and reporting format
• Exhibit D — Royalty report template

Guidelines

• Keep sensitive know-how detail in confidential exhibits, not the agreement body.
• Exclusivity must be paired with diligence milestones or minimum royalties.
• Define royalty base so it is mechanically auditable; specify deductions tightly.
• Include explicit export control language when export-controlled technology is involved.
• Use bold or caps for warranty disclaimers and limitation of liability.
• For international deals, confirm governing law and arbitration seat; flag choice-of-law concerns.
• Mark uncertain citations or statutory references with [VERIFY].