Once the two parties have concluded their negotiation over a licensing agreement and possibly even agreed a heads of agreement note "subject to a formal contract" outlining the outcome of the negotiation, they then have to convert their conclusions into a legally acceptable contract which both parties' lawyers can approve for signature.

A key question which there is no easy answer to is whether it is preferable to be the party who writes the first draft. This question applies equally to draft heads of agreement used in any initial negotiation.

Letting the other side write first allows a better view of what they would like but equally may miss an opportunity to set a starting point which anchors subsequent negotiations favourably for the side writing first.

The side writing first may attempt to lay traps for the unwary including demands that are there to be abandonned or to confuse the other side. As mentioned when discussing negotiation (L40) a principled approach to such tactics should defuse them.

Ultimately all licence agreements are unique and whilst the issues covered may be similar the way the agreement resolves them will be unique. Precedents and model contracts are at best only a starting point and there is no subsitute for getting the best legal advice possible.