Inbound Agreement

Saptaparni Raha
Sep 14, 2022
2 min read

Written by Saptaparni Raha, Lawyer

Introduction:

Any company needs to sign the Inbound Agreement in order to choose to collaborate with other brands through the licensing of Intellectual Property to achieve their business goals. Through this agreement, the licensee pays for the right to use the licensor's IP or name on their products.

Benefits of Inbound Agreement:

This agreement helps the company in case they require another company's software to create new or better quality products.
Inbound Agreement helps in carrying out a marketing campaign with the licensor. For example, the annual McDonald's monopoly campaign involving McDonald's and Hasbro.
Inbound Agreement helps in settling the patent dispute where the plaintiff grants the defendant a license to use the disputed IP.

Important Clauses Required to Draft an Inbound Agreement:

The first clause is a grant which mentions licensed IP and the scope of the conveyed rights.
In the Term and Termination Clause, the length of license, the ground of termination, the party's rights and obligations upon termination, etc., are defined.
The Improvement Clause specifies whether or not the improvement of IPs is allowed.
The Consideration Clause defines how the licensee will pay the licensor for the right to use the licensor's IP.
The Infringement Clause mentions the grounds of infringement or what constitutes the infringement.
In the Product Liability Clause, the licensor and licensee determine who would be responsible in case of any negative consequences.
The information exchanged should be confidential under the Confidentiality Clause.
The way a dispute would be resolved is mentioned under the Dispute Resolution Clause.

Conclusion:

The Inbound Agreement is complicated due to the complexities surrounding licensing and Intellectual Property law. It is very important to draft carefully so that the company can get the intended benefits from this agreement.

References:

Ironclabound. What is an Inbound Agreement. retrieved from What Is an Inbound Agreement? | Ironclad (ironcladapp.com).