BUSINESS & TECHNOLOGY CONTRACTING

This practice note outlines high level best practices for negotiating technology licence agreements. It provides guidance for both licensors and licensees, addressing key areas such as scope of rights, intellectual property ownership, financial terms, confidentiality, performance obligations, termination, risk allocation, exclusivity, sublicensing, dispute resolution, and market trends. The recommendations are designed to help parties manage risk, ensure clarity, and achieve mutually beneficial outcomes in technology licensing arrangements.

This practice note outlines the key risks involved in international technology licence agreements and presents best practices to manage these risks effectively. It aims to provide licensors and licensees with practical guidance to safeguard their interests and ensure successful cross-border technology transactions.

This practice note provides an overview of the regulatory approvals required for technology licensing in South Africa, focusing on key government bodies and sector-specific considerations. It outlines the practical steps and challenges involved in ensuring compliance with local laws and policies.

This practice note explores the primary methods used to value technology in licensing agreements, highlighting their principles, best use cases, and practical examples. It aims to provide a clear framework for selecting appropriate valuation approaches in cross-border and hybrid technology deals.

This practice note explores the concept and practical implications of Most Favoured Licensee (MFL) clauses in licence agreements. It covers definitions, operational mechanics, risks, use cases, and comparative insights to help licensors and licensees understand their strategic value.

This practice note explains the key differences and overlaps between perpetual and irrevocable licences in intellectual property agreements. It covers their definitions, typical use cases, negotiation dynamics, and associated risks.

This practice note explores the impact of South African competition laws on technology licensing practices, highlighting key legal implications, risks, and practical strategies for compliance. It aims to provide a clear understanding of how competition law shapes licence agreements to promote fair competition and innovation.

This practice note outlines best practices for securing Freedom to Operate (FTO) in technology licence agreements. It aims to provide a clear framework for legal and strategic measures to mitigate IP risks and ensure compliant commercialization.

This practice note explores the essential steps licensors must take to provide IP ownership warranties in technology transfer and licensing agreements. It outlines the core actions, practical deliverables, and the importance of these warranties in managing legal and business risks.

This practice note presents a comprehensive framework for evaluating technology licensing options, balancing technical, commercial, legal, and strategic criteria. It provides practical tools to help licensees make informed decisions that align with long-term business goals.

This practice note explores the essential components and best practices for structuring hybrid technology licence deals that combine intellectual property licensing, engineering services, and process performance guarantees. It provides a practical framework for managing complex multi-layered agreements in plant construction and related industries.

This practice note explores the key methods and best practices for structuring royalty agreements in intellectual property (IP) licensing. It covers calculation methods, payment duration, risks, and practical guidance with a focus on compliance and commercial viability.

This practice note explores best practices for structuring lump sum licence fee payments in capital-intensive technology projects, focusing on balancing cash flow, risk, and value expectations. It provides practical guidance on milestone-based payment schedules, risk allocation, and financial integration.

This practice note explores best practices for structuring payments for engineering services within hybrid technology licence deals. It covers key principles, recommended payment models, risk management considerations, and practical examples to ensure clarity and reduce disputes.

This practice note explores the role and best practices of improvement and grant-back provisions in technology licence agreements. It highlights the scope, legal considerations, and competition law risks associated with these clauses.

This practice note provides a comprehensive overview of the South African regulatory requirements and approval process specifically for outward cross-border intellectual property (IP) and technology transactions. It focuses exclusively on transactions where IP rights are transferred or licensed from South African entities to non-resident parties.

This practice note explores best practices for negotiating production capacity clauses and royalty triggers in technology licence agreements. It provides practical guidance on defining capacity, handling efficiency improvements, and structuring royalty payments.

This practice note explores the complex risk allocation dynamics in technology licensing agreements, focusing on the responsibilities and liabilities of licensors and licensees. It highlights key negotiation challenges and practical strategies for balancing risk to sustain innovation and commercial success.

This practice note explores the critical milestone triggers in hybrid technology licence deals, which combine technology licensing with engineering services and performance guarantees. It outlines typical milestones, their triggers, consequences of failure, and provides an example timeline for a medium-sized chemical plant.

This practice note explores the essential lender requirements and key challenges in structuring bankable hybrid technology licence deals. It provides actionable steps and a risk allocation framework to help project sponsors and stakeholders secure financing.

This practice note explores the concept of longstop dates within hybrid technology licence agreements, highlighting their importance in managing deadlines, risk allocation, and regulatory compliance. It provides best practices, risks, and strategic considerations for effectively incorporating longstop dates in complex technology deals.

This practice note explores the differences between licence fees and royalties in technology licensing, highlighting their payment structures, preferences, risks, and practical guidance for negotiation. It aims to provide a clear understanding of how licensors and licensees approach these financial arrangements and the trade-offs involved.

This practice note provides a comprehensive overview of stage-based technology licence agreements, focusing on their structure, key features, and risk management. It serves as a practical guide for licensors and licensees to navigate milestone-based licensing effectively.

This practice note explores the essential elements of paid-up intellectual property licences, focusing on key clauses, risks, and practical considerations for lawyers. It aims to provide a clear understanding of how these licences operate within the scope of IP law and commercial agreements.

This practice note examines the critical role of discount rate selection in the valuation of royalty‑based licensing agreements. It explains how discount rates reflect technology risk, industry norms, and the licensee’s cost of capital, and why their careful calibration is essential for producing fair and defensible valuations. Using a simplified valuation model and illustrative examples, the note demonstrates how changes in discount rates can materially affect the present value of future royalty streams. It also outlines best practices for benchmarking rates, adjusting for deal‑specific risks, and documenting assumptions to support negotiations and reduce the likelihood of disputes in technology licensing transactions.

This practice note explores how Net Present Value (NPV) analysis is used by licensors and licensees as a strategic tool in technology licensing negotiations. It shows how NPV helps quantify the economic value and risks of licensing arrangements, supporting discussions around royalties, upfront payments, milestones, and deal structure. Through practical negotiation‑focused examples, the note illustrates how licensors use NPV to justify pricing, while licensees apply conservative assumptions and scenario analysis to negotiate more favourable terms. It also highlights the benefits of transparent, shared NPV modelling in fostering trust, aligning interests, and structuring flexible, performance‑based licensing agreements.

This practice note outlines best practice approaches to structuring escalation mechanisms for licence fees payable over extended periods or long project cycles. It focuses on balancing value preservation for licensors with predictability, bankability, and financing considerations for licensees, particularly in technology, industrial, and project finance licensing arrangements.

This practice note explores the complexities of managing integration technology ownership in hybrid licensing deals, focusing on contractual definitions, ownership challenges, and best practices. It provides a practical framework for licensors and licensees to navigate joint IP rights and commercialization strategies effectively.

This practice note explores the various incentives used in licence agreements to align interests, encourage innovation, and promote collaboration between licensors and licensees. It covers common incentive mechanisms, practical applications, risks, challenges, and best practices.

This practice note explores the key considerations and negotiation dynamics surrounding data access clauses in technology licence agreements, particularly in process industries. It outlines typical positions of licensors and licensees, practical compromises, and provides an example of a balanced clause.

This practice note explores the key considerations and best practices for negotiating plant visit rights in technology licensing agreements, particularly in sensitive sectors such as energy and advanced manufacturing. It highlights the balance between licensor oversight and licensee confidentiality, operational integrity, and competitive protection.

This practice note explores essential diagnostic tools used to identify licensing risks in technology transfer agreements. It provides a structured approach to recognizing red flags that could jeopardize intellectual property rights, compliance, and business objectives.

This practice note focuses on indemnification provisions in Technology Licence Agreements for plant construction and operation, with an emphasis on how parties allocate specific risks (especially third-party claims). It highlights typical licensor and licensee positions, negotiation compromises, and drafting mechanics (scope, exclusions, and claims-handling procedures). It also flags (at a high level) how indemnity drafting should be coordinated with limitation of liability provisions so the indemnity is not unintentionally diluted; detailed liability principles are addressed separately.

This practice note focuses on limitation of liability (and related concepts such as caps, excluded damages, and carve-outs) in technology licence agreements for plant construction and operation. It explains how parties contain and price legal and commercial risk, and how the limitation of liability clause should be coordinated with indemnities so neither provision unintentionally overrides the other.

This practice note explores the critical alignment between licensed rights and IP indemnification in cross-border technology licensing, including technology licence agreements used in plant construction and operation. It provides a structured framework and practical drafting strategies to ensure risk and commercial scope are properly balanced, and highlights where IP indemnities interact with limitation of liability terms.

This note explains the key defence and settlement rights in IP infringement claims, highlighting control models and negotiation strategies. It offers practical guidance and model clauses to help licensors and licensees manage risks and disputes effectively.

This practice note explores the key warranty provisions typically found in hybrid technology licensing agreements, where intellectual property rights are combined with engineering services and performance guarantees. It outlines the scope of these warranties and their importance in ensuring operational reliability and risk allocation.

This practice note explores the key principles, conditions, and consequences of performance guarantees in technology licence agreements, particularly for constructed units such as energy plants and manufacturing lines. It provides a practical framework for understanding how risk and assurance are managed through defined metrics, testing protocols, and remedies.

The objective of this practice note is to provide a guide for businesses and individuals involved in cross-border technology licensing with South African entities. It explains the key tax obligations, including withholding taxes and corporate income taxes, that apply to royalty payments between South Africa and foreign countries. The note also highlights the importance of Double Tax Treaties (DTAs) in reducing tax burdens and preventing double taxation, and outlines compliance steps to ensure optimal tax outcomes for both licensors and licensees.

This practice note explores the legal and commercial implications of up-front instalments in technology licence agreements, focusing on their nature, risk allocation, and practical drafting approaches. It aims to provide clarity on when such fees are refundable or forfeited and offers guidance for drafting flexible payment structures.

This practice note examines how incentives can be used alongside performance guarantees in technology licence agreements to reward performance that exceeds agreed minimum standards. It explains how incentives such as bonuses, royalty adjustments and long term performance rewards can help balance risk allocation while aligning technical success with commercial outcomes.

This practice note explores the critical risks associated with licensees testing or procuring catalysts from competitors in hybrid technology licensing deals, particularly when catalysts are integral to the package. It also outlines practical risk management strategies and a consulting framework to help licensors protect their interests.

This practice note explains a common approach to calculating multiple claims under agreements with an aggregate maximum liability cap. It describes how claims may count cumulatively toward that cap, identifies common exceptions, and provides practical examples. The applicable treatment ultimately depends on the agreement’s wording and governing law.

This practice note explores the practical approaches and best practices for licensing in Engineering, Procurement, and Construction (EPC) projects, focusing on the roles and rights of licensors, licensees, and EPC contractors. It provides a comparative overview of assignment, sub-licence, and confidentiality provisions, highlighting the most effective strategies internationally.

This practice note explores best practices for structuring confidentiality provisions in hybrid technology licence deals, which combine IP licensing, engineering know-how, and supply of catalysts and equipment. It provides a detailed framework to address the unique challenges of protecting sensitive information from both licensors and licensees.

This note examines how licensors can protect confidential information during large-scale construction and infrastructure projects where proprietary technology, designs, software, and know-how must be shared across multiple contractors, subcontractors, vendors, and jurisdictions. It focuses on a layered protection framework combining confidentiality clauses, controlled disclosure mechanisms, flow-down obligations, security measures, audit rights, and enforcement remedies to maintain the licensor’s control and legal protection throughout the project lifecycle.

This note explores how Licensor–Licensee User Forums can be structured to foster technical collaboration while avoiding competition law risks. It emphasizes practical safeguards to ensure that shared information strengthens partnerships without enabling collusion, while also managing confidentiality obligations under license agreements.