授權契約通常用於智慧財產權領域。
What is a Licensing Agreement?何謂授權契約？

A licensing agreement is a contract between two parties (the licensor and licensee) in which the licensor grants the licensee the right to use the brand name, trademark, patented technology, or ability to produce and sell goods owned by the licensor. In other words, a licensing agreement grants the licensee the ability to use intellectual property owned by the licensor. Licensing agreements are commonly used by the licensor to commercialize their intellectual property.
契約之一方授權人將其可利用品牌、商標、有專利之技術或製造能力及出賣其產品之權利授與被授權人，此乃授權契約。授權契約授與被授權人可利用授權人所有之智慧財產權。授權契約常被授權人用於商品化其智慧財產權。
 

Understanding a Licensing Agreement瞭解一個授權契約

In a typical licensing agreement, the licensor agrees to provide the licensee with intellectual property rights such as the licensor’s technology, brand name, or product creation know-how. In exchange for the licensor’s intellectual property, the licensee typically plays an upfront fee and/or a royalty fee to the licensor. A royalty fee is an ongoing fee paid for the right of use of the licensor’s intellectual property.
一個典型的授權契約係授權人授與被授權人例如技術、品牌名稱或製造產品的訣竅等。於取得授權人智慧財產權之授權，被授權人通常需給付授權人預付金及/或權利金，權利金係一個繼續性之給付。

It is important to remember that:授權契約之重點，何謂授權人及被授權人？

• The party that is providing intellectual property rights to another party is called the licensor
• The party that is receiving intellectual property rights from another party is called the licensee

Example of a Licensing Agreement

In May 2018, Nestle and Starbucks entered into a $7.15 billion coffee licensing deal. Nestle (the licensee) agreed to pay $7.15 billion in cash to Starbucks (the licensor) for exclusive rights to sell Starbucks’ products (single-serve coffee, teas, bagged beans, etc.) around the world through Nestle’s global distribution network. Additionally, Starbucks will receive royalties from the packaged coffees and teas sold by Nestle.

The licensing agreement provided Starbucks with the ability to drive brand recognition outside of its North American operations through Nestle’s distribution networks. For Nestle, the company gained access to Starbucks’ products and strong brand image.

Advantages of Licensing

The advantages of licensing can be viewed from two perspectives: licensor and licensee.

Advantages to the licensor include:

1. The licensor being able to utilize the licensee’s distribution network to quickly enter into new geographical regions and foreign markets
2. The licensor facing lower capital requirements and lower costs due to not having to invest in distribution
3. The licensor having the ability to generate passive revenues through royalties
4. The licensor being able to gain the expertise and skills of the licensee

Advantages to the licensee include:

1. The licensee gaining access to established intellectual property and being able to enter the market more quickly
2. The licensee not having to pool resources to conduct research and development to develop their own products or services
3. The licensee being able to generate revenues by using the intellectual property of the licensor

Disadvantages of Licensing

The disadvantages of licensing can be viewed from two perspectives: licensor and licensee.

Disadvantages to the licensor include:

1. The licensor having loss of control of their intellectual property
2. The licensor having to depend on the skills, abilities, and resources of the licensee to generate revenues
3. The licensor being exposed to intellectual property theft by the licensee

Disadvantages to the licensee include:

1. The licensee being responsible for production, marketing, selling, etc.
2. The licensee potentially being dependent on the licensor’s intellectual property
3. The licensee having to pay an upfront fee and/or royalty to the licensor