| name | know-how-license-agreement |
| title | 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. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/know-how-license-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | ip |
| language | en |
| 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
- Parties — legal names, entity types, jurisdictions, signatory authority.
- Know-how scope — technical description, confidentiality level, exhibit references.
- Field & territory — permitted uses, industries, geographies, manufacturing vs. sales scope.
- Exclusivity — exclusive / sole / non-exclusive; sublicensing position.
- Economics — upfront fee, royalties, milestones, minimums, audit terms.
- Transfer plan — documentation, training, support, timelines.
- Diligence — milestones, reporting, commercialization obligations.
- Compliance — export controls, regulatory approvals, industry rules.
- 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 |
