L55 Miscellaneous

Most Favoured Licensee Clauses
There is normally nothing to prevent a licensor treating licensees differently. If a licensee wishes to ensure that other licensees are not treated more favourably, perhaps as a result of other licensees being in a better bargaining position relative to the licensor, then they will have to obtain a covenant from the licensor that the terms of the licence will be no worse than those on which anyone else is licensed.


Sub-licensing restrictions
Unless the law of the country concerned implies it, a licence agreement will have to provide for a right to sub-licence if the licensee wishes to grant sub-licences. Equally, specific bans on sub-licensing may be included to warn the licensee not tosub-license or at least not without consent.

Waivers
Agreements usually specify that failure to exercise a right or insist on a duty does not constitute a waiver of the breach of contract concerned. This enables exceptions to be made, for example for late payment, on one occasion without prejudicing the right to enforce them rigidly in the future.

Government Regulations
Government regulations may affect technology imports or exports. Some countries have import controls relating to techonolgy imports.

Applicable Law
International licensing agreements with parties in different jurisdictions can result in arguments as to which law should be used to settle disputes. Both parties will often prefer their own familiar law more out of familiarity than informed judgement. However it should be born in mind that choosing for example US law to govern a contract involving UK patents will not exempt the UK patents from the provisions of UK patent law.

Dispute Resolution
The parties to an agreement may want to provide for the use of a dispute resolution process other than the courts. Such alternative dispute resolution (ADR) can be useful if substantial confidential information is involved which neither party wishes to be published in open court. However, ADR is not without problems of its own and arbitrators do not have many of the powers or financial subsidies that courts have.

Signatures
Parties to an agreement should be satisfied that those signing it have the authority both legal and organisational, to do so.