Structuring Software and Technology Licensing and Development Agreements

Drafting Key Provisions to Allocate Risk, Avoid Common Pitfalls, and Minimize Liability

Recording of a 90-minute premium CLE webinar with Q&A

Conducted on Wednesday, November 14, 2012

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will provide guidance to counsel for drafting technology licensing and development agreements. The panel will discuss key clauses and offer best practices for structuring the agreements and avoiding common pitfalls.


Companies or individual inventors often use or adapt existing technologies to create new products. To take the products to market, they must enter licensing agreements with the owner of the preexisting software or technology.

Licensing and development agreements should include key provisions such as ownership, indemnification, liability, and payment structure. The agreements must clearly identify the technology that is being licensed and define the scope of the license.

Counsel to the technology owner and counsel for the licensee or developer must understand the critical elements that should be included in a license and the common challenges. Counsel must be prepared to effectively draft and negotiate the agreement in the client’s best interest.

Listen as our authoritative panel of IP attorneys examines software and technology licensing and development agreements, discussing key provisions such as scope of licenses, indemnification, reps and warranties, and rights to improvements to the technology. The panel will offer best practices for structuring the agreements and avoiding common pitfalls.



  1. Technology licensing and development agreements
    1. Defining scope of the license
    2. Representations and warranties
    3. Limitations on liability
    4. Indemnification
    5. Development milestones
    6. Ownership and rights to improvements
    7. Intellectual property
    8. Confidentiality
    9. Allocation of risks
      1. For licensee
      2. For licensor
    10. Duty to disclose during licensing negotiations
  2. Overcoming licensing agreement challenges
    1. Impact on traditional software development
  3. Best practices for structuring licensing agreements


The panel will review these and other key questions:

  • What are the key contract terms to include in technology licensing and development agreements?
  • What methods can be used to effectively assign ownership and development rights?
  • What are the critical steps to minimize confidentiality risks in licenses?
  • What strategies can be used to resolve commonly disputed issues in technology licensing agreements?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Paul C. Jorgensen
Paul C. Jorgensen

The Jorgensen Law Firm

He has successfully prosecuted many U.S. and international trademark, copyright, domain name applications, and has...  |  Read More

Additional faculty
to be announced.

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Audio