TODO.LAW

Technology license agreement

The agreement under which the owner of software, patents or a proprietary system allows another business to use it, covering scope, royalties, sublicensing, support, improvements, warranties, audit, escrow and export controls.

Jurisdictions
California, England and Wales, Spain
Contract languages
English, Spanish

What it is and when it is used

A technology license agreement is used when the owner of a technology lets another business use it without transferring ownership. The Dealroom skill is built for three kinds of technology: software, patents and proprietary systems.

The skill covers the following subjects:

  • license scope, what the licensee may do with the technology;
  • royalties, the payments for the licence;
  • sublicensing, whether the licensee may pass rights on to others;
  • support;
  • IP ownership of improvements, who owns changes and additions to the technology;
  • warranties;
  • audit rights;
  • insolvency-safe escrow, an escrow arrangement designed to hold up if the licensor becomes insolvent; and
  • export control and sanctions compliance.

The skill negotiates 11 clauses.

Who signs it

The agreement is signed by the licensor, who owns the technology and grants the licence, and by the licensee, who receives the right to use it. If the technology is to be transferred outright rather than licensed, see the IP assignment agreement; if it is to be built from scratch, see the software development agreement.

Jurisdictions and languages

Dealroom offers the agreement under three laws:

  • California;
  • England and Wales; and
  • Spain.

It can be drafted in English or Spanish.

Frequently asked questions

What is a technology license agreement?

It is the agreement under which the owner of a technology, such as software, patents or a proprietary system, allows another party to use it on agreed terms, usually in return for royalties. Ownership stays with the licensor.

What does the Dealroom technology license cover?

License scope, royalties, sublicensing, support, ownership of improvements, warranties, audit rights, insolvency-safe escrow and export control and sanctions compliance, across 11 clauses.

What is insolvency-safe escrow?

It is an escrow arrangement for the licensed technology designed to hold up if the licensor becomes insolvent. The Dealroom skill includes it among the points it covers.

Which jurisdictions and languages are available?

California, England and Wales and Spain, in English or Spanish.

Two ways to make it

Create it in Dealroom

Choose the jurisdiction and language, answer a few questions and negotiate each clause with the other side, or prepare it alone.

Start in Dealroom

Have your agent draft and negotiate it

Your AI agent can read the clause library and create the contract through the agent API or the MCP server. A short example:

MCP: list_templates (query: "TECHNOLOGY_LICENSE"), get_template, create_playbook, initiate_negotiation.

Read the agent API guide
# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/TECHNOLOGY_LICENSE \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "TECHNOLOGY_LICENSE",
    "governingLaw": "ENGLAND_WALES",
    "language": "en",
    "dealName": "Example TECHNOLOGY_LICENSE",
    "selectionPolicy": "defaults"
  }'

Drafting and negotiating are free.

Related contracts

This page explains how the contract usually works. It is general information, not legal advice.

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