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If you own intellectual property (IP), but lack the desire or the resources to bring it to market, you can license it out to other businesses.

By granting an IP licence, you allow the licence holder to use your IP, manufacture, distribute or sell products and services based on your intellectual creation. In return, they pay you royalties - either as a percentage of the income they generate from your IP, or as a fixed or variable fee.

You can license all types of IP, including:

• patents - see how to license a patent
• designs - see how to license your designs
• trade marks - see how to license your trade marks
• copyright - see how to license your copyright

Types of intellectual property licence

There are a number of different types of IP licences that you can grant:

Non-exclusive licences

You can grant these to as many people and businesses as you like. However, a large number of non-exclusive licence holders can be difficult to manage, and you will typically earn lower royalties.

Exclusive licence

This gives the licensee exclusive rights to exploit your IP. This will typically earn you higher royalties, however in return, you give up all rights over your creation.

Sole licence

This is similar to an exclusive licence, but you retain the right to use your intellectual property yourself. Sole licences can be safer than exclusive licences as you are not completely reliant on a licensee. However, royalties are often lower.

Whichever licence you grant, you need to make sure that you appoint licensees who will maximise the potential of your IP. You should appoint people who have the skills and resources to manufacture the products and the distribution network to get those goods to the market. The potential licensee should have a good reputation and track record - you will want someone who won't risk damaging your business or product brand.

Terms of IP licensing agreements

Before you grant a license to another business to use your IP, you should discuss and agree:

• how you will calculate the fees and royalties and when they will be paid
• what you allow the licensee to do (eg manufacturing, distribution)
• if you allow any sub-contracting
• the territories the agreement covers
• how long does the licence agreement last, who can terminate the agreement and what are the grounds for termination
• what indemnities each party is required to provide
• what insurance each party to the agreement is required to carry

GOV.UK provides further information on .

Sensitive acquisitions under the National Security and Investment Act

From 4 January 2022, certain types of acquisitions that could affect the UK's national security are covered by the UK National Security and Investment (NSI) Act 2021. The Act, among other things, applies to dealings in IP in 17 sensitive areas of the economy, and could potentially make transactions in IP, such as sales and licensing, subject to government approval.

Find out more about the NSI Act and 

If you do not want to, or cannot, exploit your intellectual property (IP) yourself, you can sell it to someone else. This means that you get paid for the IP you have spent time and money developing. The buyer is then free to exploit the intellectual property in whatever way they choose.

Valuing your IP for sale

Intangible assets, such patents, trade marks, copyright and design, often give businesses their competitive advantage. However, because they have no physical characteristics, their value can be difficult to determine.

There are several ways to value IP, including estimating:

• how much other parties may be willing to pay for comparable assets
• what levels of future earnings could be expected from the asset
• what costs you may incur if constructing or acquiring a new asset

See more on the different methods of business asset valuation and read detailed guidance on .

IP sale agreements

Typically, an outright IP sale price is fixed. However, sometimes the sale agreement may contain a clause that triggers bonus payments (eg if certain sales targets are reached within a given timeframe).

The sale agreement may also specify that the IP is only being sold in relation to a specific geographic territory. For example, you could sell the right to exploit your IP in the USA but retain the right to exploit it in the rest of the world.

You can sell your IP to anyone you choose. However, you should tell the  if you sell a patent, registered design or trade mark.

Advantages and disadvantages of selling your IP

The advantage of selling your IP (rather than licensing it or trying to exploit it yourself) is that you get a guaranteed payment. However, the disadvantage is that the maximum return on the investment you made in developing the IP is capped at the sale price, plus any bonus triggered by the sale agreement.

It's important to weigh out the pros and cons carefully, and specifically in relation to the right you are selling - see the advantages and disadvantages of licensing patents.

Sensitive acquisitions under the National Security and Investment Act

From 4 January 2022, certain types of acquisitions that could affect the UK's national security are covered by the UK National Security and Investment (NSI) Act 2021. The Act, among other things, applies to dealings in IP in 17 sensitive areas of the economy, and could potentially make transactions in IP, such as sales and licensing, subject to government approval.

Find out more about the NSI Act and .

Product distribution requires a huge amount of planning and logistics - from order handling, stock control and storage, to packing, dispatch and delivery of goods. If your business is stretched performing all these activities by itself, you can partner with an experienced logistics company to distribute your products for you.

If you outsource the distribution of your product, confidential information and intellectual property (IP) rights that you own should be critical concerns.

IP issues in outsourcing

IP clauses should be a key element of any outsourcing agreement. They will set the rights, limitations and the protection of your IP rights during and following the term of the agreement.

The key risks in outsourcing IP are:

• disputes over ownership of IP
• loss of business knowledge (eg through disclosure of confidential information)

Prior to agreeing any outsourcing deals, carry out a thorough IP due diligence and risk assessment. This should allow you to:

• identify what IP may be at most risk
• determine ownership rights in advance of the agreement
• identify potential issues with the third-party (eg previous infringements, misuse, loss or theft of assets)
• assess how your IP rights will hold up, perhaps in a different jurisdiction
• determine the best ways to safeguard your IP

Make sure that you are satisfied with your potential distributor's reputation, compatibility and competence before signing any outsourcing agreements.

Advantages of outsourcing distribution

Engaging a distributor can lead to many advantages. For example, in a typical outsourcing arrangement the distributor:

• might know or better understand local customs or legal issues
• is responsible for warehousing and transportation
• may accept any currency exchange risks if expanding overseas
• is responsible for marketing your product
• may have an existing brand that you can use
• will carry any credit risk arising from the product's buyers

Disadvantages of outsourcing distribution

Outsourcing your distribution involves handing over control of all distribution-related activities to a third party. This comes with certain risks, including:

• losing control over certain marketing aspects or the pricing of your product
• distributor wanting discounts on products and privileged credit terms
• distributor demanding long-term exclusive agreements - which can lock you in a contract even if the arrangements fail

Read more about the advantages and disadvantages of outsourcing.

How to negotiate a distribution agreement

Your distribution agreement should include:

• physical boundaries, ie territory of distribution
• clauses about selling your product direct
• other authorised distributors
• what the distributor will be paying for your product
• what credit terms apply
• bonuses the distributor gets if they meet the targets - eg number of units sold
• how long does the agreement last
• if early termination is allowed

When you are choosing a distributor, it is essential that you choose someone who will maximise the sales of your product. If you are going to be selling your product in a new market it is also important to find someone with in-depth knowledge of that market. Businesses selling complementary products can make good distribution partners.

Find more tips to help you choose an outsourcing partner.

Franchising can be an efficient way of growing your business. It can help you create a wider market base, increase revenue and expand your business in a cost-effective way. As an established business strategy, franchising can help you exploit a particular gap in the market before any potential competitors.

Business growth through franchising

In a typical franchising agreement, you allow other businesses to sell your services or products under your brand. You allow them to use your intellectual property (IP), including trade marks, copyright and know-how, as well as your business model.

Once the franchisee has set up their business, you provide them with ongoing 91香蕉黄色视频. In return, the franchisee pays you an initial fee, followed by royalties - typically a percentage of the sales or profits. You may also generate an income from the mark-up on any products and services that you sell to your franchisees.

Advantages and disadvantages of franchising

One of the main benefits of franchising is reduced risk. The franchisees bear the costs and the risks of the business, and you get a guaranteed fee. Also, because the franchisees are running their own businesses, you benefit from limiting your own management costs or you may choose to charge the franchisees for your expertise.

However, since franchisees are separate businesses in their own right, you risk losing control over your products, services or brand, which could result in reputational or financial loss.

It's important to consider the full advantages and disadvantages of franchising your business.

How to negotiate a franchise agreement

It's important to choose a franchisee carefully and get them to sign a written franchise agreement. The agreement should cover:

• what territory the franchise agreement relates to
• whether the franchise is an 'exclusive franchise' or whether there will be other franchisees
• what rights the franchisee has to use your intellectual property
• any restrictions on what the franchisee can do
• what help and 91香蕉黄色视频 you will provide to the franchisee
• what fees and royalties the franchisee will pay
• how long the franchise lasts and what happens at the end, or what happens if either party wants to terminate the agreement sooner

Read more about the key issues in the franchise agreement for a franchisor.

There are networks of business advisers across the UK who can advise you on intellectual property (IP) issues, regardless of the size of your business.

If your business is in Northern Ireland, Invest Northern Ireland (Invest NI) can provide including on how to .

IPO's business 91香蕉黄色视频

The Intellectual Property Office's (IPO) business 91香蕉黄色视频 team has a range of outreach products and services to 91香蕉黄色视频 UK businesses:

• - a free monthly e-newsletter offering the latest developments in IP. 
• , exhibitions and seminars throughout the UK. 
• IP Master Class - a specialist course for anyone who wants to develop their knowledge and IP skills. For more information, email the IPO at ipmasterclass@ipo.gov.uk.

To find other IP courses and business events, you can .

Help and guidance on IP in Europe and worldwide

The European Patent Office (EPO) produces the , which explains how you can develop your invention or idea into a commercially successful and profitable product. The  can help with the specific IP issues involved in research and development and innovative European Union (EU) funded projects.

For artists, artisans, inventors, sole traders and small and medium-sized businesses, intellectual property (IP) can be one of their most valuable assets. It's important to know how to protect and exploit it.

You can give your IP a closer look using the online IP Health Check tool from the Intellectual Property Office (IPO).

How the health check tool can help your business

Free to use, the tool is split into nine modules:

• trade marks
• trade marks overseas
• patents
• copyright
• designs
• confidential information
• licensing your intellectual property
• franchising
• enforcement

It helps you find out:

• if you have IP to protect
• if you own it and, if you don't, who does
• how to protect it, and whether you should
• how you can exploit it commercially

Just answer a series of quick, simple questions on the IP topic of your choice and you will get a tailored confidential report including:

• recommended action points to help you protect and exploit your IP rights
• an explanation for each recommendation
• guidance on how to put each recommendation into practice
• links to useful information, websites and other resources

Take the .