Problems that surface after signing
Most disputes over license agreements arise long after the deal closed, when the business has changed but the contract has not. A licensee expands into a product or market the license may not cover, a royalty report understates sales under a disputed definition, or a change of control triggers a consent requirement no one noticed. Bankruptcy of either party raises its own questions, since US bankruptcy law gives licensees of some types of intellectual property specific protections when a licensor rejects the contract. Software and trademark licenses in particular often restrict assignment, which matters in mergers and asset sales.
Reviewing a license portfolio
Collect every license agreement with its amendments, side letters, and correspondence about how it has been performed, because the parties' course of dealing can affect how terms are read. For each one, note the scope, the territory, the payment structure, the termination and renewal dates, and any restrictions on assignment or change of control. Royalty statements and audit reports belong in the same file. Missing originals or unsigned copies are worth tracking down early, because proving the exact terms becomes harder once a dispute starts. If you are the licensor, check whether quality control and monitoring have actually been carried out; if you are the licensee, check whether your current use still fits inside the grant.
Responding to a breach or a renewal
Before sending a notice of breach or termination, read the notice and cure provisions closely, since a defective notice can undo an otherwise valid termination and expose you to a claim yourself. A royalty audit is often a better first step than a lawsuit, and many agreements set out how audits are conducted and who pays for them. A consultation on an existing license covers the agreement, the dispute or renewal at hand, and the commercial relationship you want to preserve or end. From there we discuss negotiation, an audit, mediation or arbitration if the agreement calls for it, and litigation where necessary.
