Make an IP licence clear about what can be used.

Understand the permission you are giving or receiving

An IP licence should make clear what the other party may do and what remains reserved. Yudey helps review the selected agreement from your position as licensor or licensee. We ask which asset is involved, how it will be used and why the arrangement matters to the business. A brand licence, software licence and content licence raise different practical questions.

The official guidance distinguishes permission to use intellectual property from ownership of the underlying rights. ^[1] Our review starts with that distinction and the evidence available for the proposed grant. We do not assume that a party can license every element described in a commercial proposal. Missing ownership evidence or third-party restrictions are identified as questions to resolve before relying on the licence.

Define the asset and the permitted use

The agreed review can examine the asset description, territory, duration, permitted users and activities. We ask whether the proposed use includes modification, distribution, sublicensing or use by related companies. These details should be deliberate decisions rather than consequences hidden in a broad definition. The report can identify where the draft is narrower or wider than the business expects.

For a licensee, a practical concern is whether the permission covers the actual product, platform or campaign. For an owner, the concern may be retaining control over uses that were never commercially agreed. We connect the drafting comments with concrete use cases supplied by you. Technical descriptions and product capabilities need appropriate business input; we do not invent them to complete a schedule.

Review exclusivity and commercial commitments

Exclusivity can affect the owner's ability to exploit the asset and the licensee's expectation of a protected market. We review how the draft defines the arrangement and whether it connects with performance, minimum payments or other commitments. The practical question is what happens if the commercial assumptions are not achieved. Any competition law implications requiring specialist input are identified separately.

Payment provisions may involve a fixed fee, royalties, usage measures or a combination. We examine the selected terms on reporting, calculation, audit access and disputed amounts. The parties need a workable way to obtain the information on which payment depends. A royalty formula that cannot be checked against available records may create a recurring problem even when its headline rate appears clear.

Consider quality, changes and third-party claims

A licence may need rules about quality standards, approvals and the way a brand or work is presented. We ask how those decisions will be made and whether the proposed response times are realistic. For software or evolving content, updates, support and compatibility may need their own provisions. These commercial services should not be assumed to exist merely because use of the IP is permitted.

The review can also identify how the parties allocate responsibility for claims, misuse and third-party material. We consider the interaction between warranties, indemnities, liability limits and available evidence within the agreed scope. We do not promise that contractual wording can eliminate infringement risk or replace a necessary clearance exercise. Known objections or disputes should be disclosed at the beginning of the engagement.

Plan for expiry and termination

An exit provision needs to address what happens to products, materials and ongoing customer commitments. We can review whether the draft allows a transition, continued use for a limited purpose or a sell-off period, where appropriate to the arrangement. The business must decide which practical outcome is acceptable and whether it can operate within the proposed timetable.

For a licensee relying on an asset to serve its own customers, abrupt loss of permission may create significant operational exposure. For an owner, continued use after termination may need clear controls. The report identifies these interests and the open decisions. It also considers whether confidentiality, payment and record obligations continue, without assuming that termination erases all responsibilities under the agreement.

Receive comments suited to the negotiation

Your agreed output can be a marked-up licence, a written rights summary and a prioritised issues list. We distinguish provisions requiring legal analysis from pricing or business choices that you need to make. The governing law and territorial scope are confirmed at the outset; overseas rights or law may require additional professional input. A UK-focused review is not worldwide IP clearance.

Fees depend on the asset, complexity, document set and included revision rounds. The GBP quotation states applicable VAT and whether negotiation is included. Begin with your role, the intended use, proposed territory and payment model, plus any decision date. We will agree document handling and a proportionate review before receiving confidential technical or commercial schedules.