Once the suitable vehicle has been identified to offer value to the innovation, the UILO will initially work through a Term Sheet to build reasonable contractual terms that will populate definitive Agreement between the two Parties. The Term Sheet will be then converted into an Agreement which binds the Parties to the Terms agreed upon. This process can take days, weeks, or even months, depending upon the complexities of the Terms. Common elements of an Agreement include:
- The Effective Date;
- The Term or “duration” of the Agreement;
- The Scope;
- The Parties;
- Any Warranties or Representations;
- The Consideration (ie. “What are you giving in return for the right to use the innovation”);
- Grant-back Rights (ie. Rights to use invention for educational and basic research purposes);
- Lack of Compliance – rights and damages; IP rights.
There are many terms of an Agreement depending upon what is under negotiation. Those listed are the most common.