Cross-Border Provision of Rights Included in the Comprehensive Business License Agreement

Abstract

In today’s global economy, emerging companies often enter into agreements with vendors, suppliers, partners, distributors, and other individuals or entities in different countries that require licenses or transfers of intellectual property (IP agreements). Engaging in cross-border transactions can provide opportunities to expand into new markets establish a cost-effective supply chain and obtain access to new and advanced technologies.

However, each country – and jurisdictions within a country – may have different approaches to contract terms (such as warranties and enforceability), as well as different rules relating to the licensing, transfer and ownership of intellectual property. While courts in most countries will respect the parties’ agreement to apply a specific governing law to a contract, it is still important to understand the laws of the applicable jurisdictions of the counterparty when negotiating cross-border IP agreements, as those laws may still apply to certain aspects of the agreement.

This article is intended to identify some – but not all – considerations to keep in mind when negotiating cross-border transactions, focusing specifically on IP agreements.