Model clause

Climate Solutions IPR Licence

Benjamin's Licence

ESG commitments by an IPR holder to make available certain IPR under a “climate solutions” IPR licence for the research and development of third party commercial solutions to minimise climate change.

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Why use this?

The 'climate solutions' intellectual property rights (IPR) licence could be adopted (and modified as needed) by corporates, financial institutions, charities, NGOs and for profit research institutions who wish to take a more open approach to the exchange, use, or dissemination of IPR for the purpose of contributing towards the generation and deployment of climate solutions.

Such rights holders may make existing and new technology and information available free of charge under an IPR licence to potential identified innovators on a quasi-open source basis where such IPR is identified as being of potential in the race to net zero.

Protections can be agreed on a case-by-case basis (based on and facilitated by the template contractual and licence terms contained in Benjamin’s Licence) which still allow the IPR to be used for climate impact.

How it promotes a net zero future

Provide corporates, financial institutions, the third sector and for profit research organisations with the resources, expertise and ambition to share technology and information that best serves the public interest in the increasingly urgent fight against climate change and enable them to contribute to the technological advances and systems changes required to reduce emissions, emphasising that this is part of the parties’ individual and shared ESG commitment to contributing to climate solutions.

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The clauses on this website (and published in our Climate Contract Playbook) have been prepared in good faith on a pro bono basis and are free to download and use. The clauses have been drafted and edited by a variety of lawyers and, as such, the approaches to drafting may not conform to any particular drafting norms. We acknowledge this as a consequence of the collaborative drafting process.

The clauses on this website (and published in our Climate Contract Playbook) are provided on an ‘as is’ basis and without any representation or warranty as to accuracy or that the clauses will achieve the relevant climate goal or any other outcome.

This website (and the Climate Contract Playbook) does not comprise, constitute or provide personal, specific or individual recommendations or advice of any kind, and does not contain legal or financial advice. The clauses are precedents for legal professionals to use, amend and negotiate using their professional skill and judgement and at their own risk.

While care has been taken in the drafting of these clauses, neither The Chancery Lane Project nor any of its contributors owe a duty of care to any party in relation to their preparation and do not accept any liability for any errors or omissions, nor for any loss incurred by any person relying on or using these clauses or any other person. Users should use their own professional judgement in the application of these clauses to any particular circumstance or jurisdiction or seek independent legal advice.

At present, all the clauses are based on the laws of England and Wales. We encourage the conversion of these precedent clauses for use in other jurisdictions.

The clause

Climate Solutions IPR Licence

1. Introduction

1.1. [Insert background statement on the Licensor’s commitment to make certain of its technology and information protected by intellectual property rights available on the terms of this Climate Solutions IPR Licence to allow the Licensee to use such technology and information for the sole purpose of researching and developing commercial solutions which seek to minimise the impact of climate change or otherwise achieve the goals of the Paris Agreement.]

2. Definitions

Climate Change means a change in the state of the climate that can be identified [and that persists for an extended period of time/decades] and where the change is caused directly or indirectly by [(i)] human activity that alters the composition of the global atmosphere [or (ii) natural processes, including volcanic eruptions and changes of solar cycles]. Examples of identifiable features of Climate Change include (but are not limited to) major changes in temperature, precipitation or wind patterns as well as changes in the risk of severe weather events occurring.

Climate Technology means all know-how, technology, inventions, data, and technical or scientific information [and related documentation] owned by the Licensor and relating to Climate Change, including those items described or identified in the Schedule.

ESG means frameworks, objectives, policies, standards and strategies related to environmental, social and governance concerns.

IPR means any intellectual property rights other than trademarks, including: patents, copyrights, rights in computer software, design rights, rights in confidential information (including, know-how, trade secrets) and database rights, in each case whether registered or unregistered, wherever in the world arising or existing from time to time.

Licence means the licence granted pursuant to clause 3.1 on the terms and conditions set out herein.

Licensed IPR means the IPR described or identified in the Schedule [(as updated from time to time during the Term by agreement in writing between the Licensee and the Licensor)].

Licensee Climate IPR means any IPR conceived, created, developed, made, and/or produced by or on behalf of the Licensee as a result of its Use of the Climate Technology [for the Purpose] in connection with this Licence, excluding the Licensed IPR. [For the avoidance of doubt, the Licensee Climate IPR shall not include any IPR owned by the Licensee which came into existence prior to the commencement of the Term of this Licence.]     

[Net Profits means the net profits of the Licensee for the relevant financial year arising from (i) the sale by the Licensee of products or services which incorporate or embody any Licensee Climate IPR, or (ii) any other application of the Licensee Climate IPR by the Licensee for financial gain, in each case after taxation and after deducting all reasonable costs, expenses and outgoings of the Licensee incurred in connection with the sale of such products or services or other such application of the Licensee Climate IPR as certified by the Licensee’s auditor.]

Paris Agreement means the Paris Agreement within the United Nations Framework Convention on Climate Change.

Purpose means the sole purpose of researching and developing solutions which seek to minimise the impact of Climate Change or otherwise achieve the goals of the Paris Agreement. 

Restricted Fields means [insert description of core business(es) operated by the Licensor using the Climate Technology].

Term means the period commencing on [●] and ending on [31 December 2050] unless otherwise extended by the Licensor in writing or terminated in accordance with this Licence.

Use means, make, use, sell, offer to sell, or import any patented invention; reproduce, adapt, translate, distribute, perform, display, modify, create derivative works of, or otherwise exploit any copyrights; and exercise all corresponding or additional rights as may be available in any jurisdiction anywhere in the world.  The terms Used and Using shall be construed accordingly.

3. Grant

3.1. Subject to and conditioned on the Licensee’s compliance with these terms and conditions, the Licensor hereby grants to the Licensee a non-exclusive, royalty-free, non-transferable, worldwide, fully paid-up licence under the Licensed IPR to use the Climate Technology during the Term solely for the Purpose.

3.2. The Licensee shall not, save with the prior written consent of the Licensor:

3.2.1. grant any sub-license under the license granted in clause 3.1 to any third party (save where necessary to enable the Licensee to commercially exploit the Licensee Climate IPR);      

3.2.2. transfer the Licence to any third party; or

3.2.3. use the Climate Technology in the Restricted Fields.

3.3. No right or licence is granted to the Licensee, by implication, estoppel, or otherwise,  except as expressly stated in clause 3.1.

4. IPR

4.1. This Licence does not transfer ownership of any IPR between the parties. 

4.2. The Licensee shall make the Licensee Climate IPR available to any third party who wishes to use it for the Purpose on substantially similar terms to this Licence.

4.3. Where the Licensee and the Licensor, both acting reasonably, agree that the Licensor and/or the Licensed IPR has made a substantial contribution towards the conception, creation, development, making or production of any element of the Licensee Climate IPR which has a significant commercial application or value for the Licensee, the Licensee shall, with the prior written approval of an authorised representative of the Licensor, recognise such contribution by way of an attribution in a form approved by the Licensor in a publicly visible medium (for example, an acknowledgement on the Licensee’s website or other promotional material).

5. Warranties and Disclaimer

5.1. The Licensor warrants that it has the right to license the Licensed IPR on the terms of this Licence. 

5.2. The Licensor shall have no liability to the Licensee in relation to the Climate Technology or the Licensed IPR other than in accordance with the terms of this Licence. 

5.3. The Licensee shall: 

5.3.1. use [all] reasonable efforts to Use the Climate Technology during the Term for the Purpose;

5.3.2. comply with all applicable laws and regulations in relation to this Licence and the use of the Climate Technology; and

5.3.3. Use the Climate Technology only for the Purpose. 

5.4. [The Licensee shall indemnify the Licensor against any loss suffered or incurred by the Licensor arising out of or in connection with its use of the Climate Technology or exercise of its rights under the Licensed IPR in breach of the terms of this Licence.]

6. Reporting

6.1. The Licensee shall update the Licensor annually (in writing) on (i) the activities it has undertaken within the preceding twelve (12) months, and (ii) those activities that are planned to be undertaken within the subsequent twelve (12) months to Use the Climate Technology [for the Purpose] during the Term (the Annual Update), including providing information reasonably specified by the Licensor that is needed for the Licensor’s ESG reporting.

6.2. The Licensor may publish extracts from the Annual Update for the purposes of its ESG reporting provided such extracts do not contain any information about the Licensee’s Use of the Climate Technology which the Licensee (acting reasonably) has designated as commercially sensitive.

7. Charitable donation

7.1. The Licensee shall donate an [£[X] / amount equal to [●]% of its Net Profits] in each financial year during the Term to such charities which set as [one of] their primary aim[s] (i) the reduction of the impact of Climate Change, and/or  (ii) the achievement of the goals of the Paris Agreement, as may be designated by the Licensor in writing from time to time.

 

Schedule

Licensed IPR

[Insert description of Licensed IPR]

Glossary references: Climate Change ESG

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