Licensing & Commercial Agreements

Our specialist team of IP solicitors, supported by Potter Clarkson’s expert attorneys, provides the technical insight and legal expertise needed to draft, negotiate, and review the IP-centric agreements that underpin your business operations and innovations.
Intellectual property (IP) agreements require a unique blend of legal expertise and technical insight. By combining the experience of our IP solicitors with the scientific knowledge of our patent attorneys and the portfolio management skills of our trade mark and design attorneys, we deliver tailored, subject-specific advice that goes beyond what traditional law firms can offer.
Our team has extensive experience across key IP-heavy sectors, including life sciences, industrial chemistry, AI and machine learning, software, FMCG, product design and the creative industries. Whether your IP involves patents, trade marks, designs, copyright, database rights, confidential information, or trade secrets, we’re ideally positioned to support you.
Need expert advice on licensing or commercial agreements? Contact us today to discuss how we can help you protect and maximise the value of your IP.
Key Areas of Expertise
Out-licensing & in-licensing IP
Whether you’re licensing IP from a third party (e.g., a university spin-out) or licensing your IP to generate revenue, we ensure your agreements are tailored to your needs. We advise on and prepare terms covering:
- Territorial scope.
- Permitted uses (e.g., research, commercial, clinical trials).
- Ownership of improvements and developments.
- Protection of confidentiality and trade secrets.
- Royalty and milestone structures.
Our expertise ensures your licences appropriately cover the agreed technical uses without over-granting or overly restricting IP rights.
Whether you’re licensing IP from a third party (e.g., a university spin-out) or licensing your IP to generate revenue, we ensure your agreements are tailored to your needs. We advise on and prepare terms covering:
- Territorial scope.
- Permitted uses (e.g., research, commercial, clinical trials).
- Ownership of improvements and developments.
- Protection of confidentiality and trade secrets.
- Royalty and milestone structures.
Our expertise ensures your licences appropriately cover the agreed technical uses without over-granting or overly restricting IP rights.
Research & development (R&D) agreements
Ownership of IP in R&D projects is a common source of disputes. Our technical expertise allows us to draft agreements that clearly define IP ownership and usage, reducing the risk of future conflicts. We work with major players in life sciences, industrial chemistry, and engineering to negotiate and conclude complex R&D agreements that protect your next-generation IP.
Ownership of IP in R&D projects is a common source of disputes. Our technical expertise allows us to draft agreements that clearly define IP ownership and usage, reducing the risk of future conflicts. We work with major players in life sciences, industrial chemistry, and engineering to negotiate and conclude complex R&D agreements that protect your next-generation IP.
Collaboration agreements (including grant-funded projects)
Collaboration agreements, particularly those involving grant funding, require specialist IP advice. We have extensive experience negotiating public/private collaborations and ensuring compliance with grant funder terms. Whether you’re a spin-out company, investor, or technology transfer office, we’ll help you navigate the complexities of these agreements.
Collaboration agreements, particularly those involving grant funding, require specialist IP advice. We have extensive experience negotiating public/private collaborations and ensuring compliance with grant funder terms. Whether you’re a spin-out company, investor, or technology transfer office, we’ll help you navigate the complexities of these agreements.
Material transfer agreements (MTAs)
MTAs are often treated as "standard" documents, but they can contain critical IP ownership terms and use restrictions. We review, amend, and negotiate MTAs to ensure your IP rights are protected and that you’re not caught out by restrictive or onerous terms.
MTAs are often treated as "standard" documents, but they can contain critical IP ownership terms and use restrictions. We review, amend, and negotiate MTAs to ensure your IP rights are protected and that you’re not caught out by restrictive or onerous terms.
Confidentiality agreements (CDAs & NDAs)
Confidential information and trade secrets are increasingly valuable assets. We draft robust confidentiality agreements that align with the purpose of sharing information and provide a clear basis for action in the event of a breach. Our team includes expert litigators and agreement specialists who ensure your agreements are enforceable.
Confidential information and trade secrets are increasingly valuable assets. We draft robust confidentiality agreements that align with the purpose of sharing information and provide a clear basis for action in the event of a breach. Our team includes expert litigators and agreement specialists who ensure your agreements are enforceable.
Software agreements
We help software developers and businesses maximise the commercial value of their software innovations through bespoke agreements tailored to their specific needs.
We help software developers and businesses maximise the commercial value of their software innovations through bespoke agreements tailored to their specific needs.
IP-centric commercial agreements
We advise on the IP aspects of a wide range of commercial agreements, including:
- Supply chain agreements (e.g., distribution and manufacturing licences).
- End-user customer terms (e.g., EULAs for software and services).
- IP due diligence for corporate transactions, including warranties and indemnities.
- Contractor and consultancy agreements to secure IP ownership.
- Assignments and IP ownership advice, including pre-filing actions and dispute resolution.
- Co-existence and settlement agreements across all IP rights.
- Franchise agreements and brand licensing, particularly for FMCG clients.
We advise on the IP aspects of a wide range of commercial agreements, including:
- Supply chain agreements (e.g., distribution and manufacturing licences).
- End-user customer terms (e.g., EULAs for software and services).
- IP due diligence for corporate transactions, including warranties and indemnities.
- Contractor and consultancy agreements to secure IP ownership.
- Assignments and IP ownership advice, including pre-filing actions and dispute resolution.
- Co-existence and settlement agreements across all IP rights.
- Franchise agreements and brand licensing, particularly for FMCG clients.
Related News
.avif)
Orange juice appeal pulped and FIFA broadcast rights affirmed

Can space agriculture tackle the food crisis and how is IP enforced in space?

Potter Clarkson supports launch of groundbreaking Carbon-Loop Biomanufacturing Hub

Royal Unibrew case highlights growing legal pressure on sustainability claims
.avif)
Should AI developers be free to train their models on existing copyright works? The UK government is no longer so sure.

Can recycled concrete help make construction significantly more sustainable?
%203.jpg)
UPC’s first FRAND decision: Claimant friendly again?




















