License contract
License contract is a type of civil contracts for the disposal of an exclusive right to which, in accordance with paragraph 1 of Art. 1235 of the Civil Code, a party (the licensor) grants or undertakes to provide the other party (the licensee) the right to the exclusive right to use the result of intellectual activity or means of individualization in the limits set out in the contract.
Thus, as the subject of the contract may be:
- The right to an invention, utility model or industrial design;
- The right to the trademark;
- The right to a service mark;
- The right to the computer program;
- The right to a commercial designation;
- The right to a trade secret (know-how) and the right to other objects.
There are several types of license contract, depending on how to use the result of intellectual activity or means of individualization. The license contract may be exclusive and non-exclusive, that is, the contract may serve to "grant to a licensee the right ... with the licensor's retaining his right of issuing licenses to other persons (a simple (non-exclusive) license)" and «grant to the licensee the right ... with the licensor's not retaining the right of issuing licenses to other persons (an exclusive license)».
If the license contract establishes otherwise, the license is deemed to be simple (nonexclusive). In one license agreement with respect to various ways of using the results of intellectual activity or means of identification may comprise in the conditions of license agreements of various kinds.
Licensee with licensor's consent in writing may grant the right to use the result of intellectual activity or means of identification to another person (sub-license agreement).
Limits, the manners of use and terms sublicense agreement cannot go beyond or exceed those set out in the license contract.
The license contract shall be concluded in writing. The rights under the license contract shall be subject to state registration of transferring the rights in Rospatent in the cases envisaged the right under the licensing (sublicensing) contracts grant to the result of intellectual activity or means of individualization, which are the subject of state registration.
In the license contract the parties may make reference to the territory on which the use of the result of the intellectual activity or means of individualisation is permitted, if the territory is not specified, it is entitled to use them throughout the territory of the Russian Federation in respect of facilities that are registered in Russia.
Also parties of the license contract may specify its terms, if the license contract validity period is not specified, then the contract shall be deemed concluded for a five-year term. But the license contract cannot be concluded for a longer period than the term of the exclusive right to the result of intellectual activity or means of individualization.
The license contract may be compensated, or gratuitous, but the CC is based on the presumption that the license contracts are compensated. In the absence of onerous conditions of the license contract on the amount of remuneration or the manner of its determination of the contract is not concluded.
