| 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
- Case documents — pleadings, complaints, counterclaims, case numbers, court identifications
- IP portfolio — patent numbers, trademark registrations, copyright registrations, trade secret descriptions
- Prior negotiations — term sheets, settlement correspondence, mediation briefs
- Financial terms — agreed settlement amounts, proposed royalty structures, payment schedules
- 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]
