Licence grant wording: take care over the details

This golden oldie looks in detail at licence grant wording. Over time, IP Draughts is becoming less tolerant of long lists of adjectives before the word “licence”, as these provide an overly-concise shorthand. Better to spell out some of the issues in separate clauses.

IP Draughts

Ken demonstrates the ancient art of invisible cat's cradle Ken demonstrates the ancient art of cat’s cradle, conceptually, and without the wool

IP Draughts’ favourite commentator on contract drafting issues, Ken Adams, has written an article, Granting Language in Patent License Agreements: An Analysis of Usages. The article has recently been published by Landslide, the magazine of the American Bar Association’s Section of Intellectual Property Law.

It is always interesting to read Ken’s views, particularly when his accompanying blog article issues a challenge to IP lawyers, expressed in Donnesque terms:

IP guys, you are not an island: it’s best to base your contract usages on general guidelines for clear and modern contract prose.

IP Draughts agrees with the sentiment, and with much of what Ken says in the article. That is not entirely surprising: he saw a draft of the article and commented on it. There are, though, a few more IP factors to take into account before reaching…

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One response to “Licence grant wording: take care over the details

  1. > Better to spell out some of the issues in separate clauses.

    Indeed — and that’s a generally-applicable principle. This past semester I started training my students to use a systematic approach to decomposing long, complex, “wall of words” contract clauses [0], for several reasons:

    (A) getting more comfort that they were spotting all the possible pitfalls;

    (B) making the language easier for the client to review;

    (C) making the language easier to revise and negotiation; and

    (D) saliently for my purposes, learning better contract-drafting style.

    [0] http://toedtclassnotes.site44.com/#StepByStepSimplification

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