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Facilitator Guide

Overview of Technology Licensing

What’s covered

  • License vs. sale
  • Parties and their priorities
  • Major technology agreement types
  • Exclusive vs. non-exclusive licenses
  • License scope, restrictions, and sublicensing
  • Risk allocation: warranties, indemnification, and limitation of liability

Before the session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

https://www.hotshotlegal.com/discussions/overview-of-technology-licensing/attendee

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

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    Course

    Overview of Technology Licensing

    Covers what a technology license is and how it differs from a sale, the major agreement types and the business needs they serve, and the core concepts that appear across all technology deals — including exclusivity, field-of-use restrictions, term and termination, and risk allocation.

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    Exercise

    PDF

During the session

Part 1: Knowledge Check

Ask attendees these questions to ensure they understand the topic:

  • Why is a license not the same as a sale, and what does that mean for the rights a licensee receives? When would a transaction call for an assignment instead?
  • How does a technology license differ from an ordinary commercial contract, and why does that distinction matter for a licensee that uses technology without permission?
  • What are the main differences between an enterprise software license and a SaaS agreement?
  • How do EULAs and Terms of Use differ from the other agreement types?
  • How does the typical master-plus-exhibits structure work?
  • What is the difference between an exclusive and a non-exclusive license, and why is exclusivity rare in off-the-shelf software and SaaS deals?
  • What risks does each of the three risk allocation provisions address–warranties, indemnification, and limitation of liability?

Part 2: Group Exercise

Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.

Tip for remote sessions: use your web conferencing system's breakout room feature to divide people into groups.

Part 3: War Stories and Firm Specifics

Share your own experiences and guidance, including:

  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don'ts)
  • Firm-specific guidance and practices

After the session

To continue learning, attendees can check out related courses in Hotshot's Technology Licensing topic.