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Sublicense agreement
The concept of a sublicense agreement
A sublicense agreement is an agreement under which a person who has received a legal opportunity to use an intellectual property object grants another person the right to use it within the limits specified in the license agreement. The provisions of this official document are regulated by the Civil Code of Ukraine. The key aspects of a sublicense agreement are the following:
- licensee – a person who has lawfully received property rights to an intellectual property object (work, trademark, industrial design, etc.) from the licensor (owner) on the basis of a previously obtained license;
- sublicensee – a person who, under the terms of this civil law agreement, may use the object;
- the scope of rights is transferred within the limits specified by the license, and therefore the licensee cannot transfer more rights to the sublicensee than he himself has;
- as a general rule, the consent of the licensor (owner) is also required to conclude the agreement;
- in cases where the main license agreement is declared invalid or terminates, the sublicensee agreement also becomes invalid on this basis;
- the licensee is liable to the licensor for the actions of the sublicensee, unless otherwise provided for by the license agreement (Article 1109 of the Civil Code of Ukraine).
Cases when it is necessary to conclude a sublicense agreement
Sublicense agreements are widely used in various areas, in particular regarding the use of software (computer program as an object of copyright), franchising, use of trademarks, etc. Below are the main situations when it is necessary to conclude the specified civil law agreement for complete legal regulation of relations:
- first, the conclusion of an agreement between one publishing house and other publishing houses for the translation and publication of books in other countries;
- second, the conclusion of an agreement with distributors or retailers to grant permission to use their trademark;
- third, successful interaction with other companies, granting permission to use a patent for the relevant technology in the course of production;
- fourth, use in the IT sphere (for the transfer of rights to use databases, multimedia works, etc.), as well as other cases.
Consultation with a specialized lawyer
Essential terms of the sublicense agreement
The essential terms of the said agreements determine their legal force and include:
- subject — a clear definition of the intellectual property object for which a sublicense is granted, i.e. the right to use (for example, the full name of the software, trademark);
- methods of use — a list of rights granted to the user, to the extent justified in accordance with the license agreement (for example, the right to reproduce, distribute, publicly display, etc.);
- the territory in which the sublicense is valid — Ukraine, the territory of the EU, etc.;
- the term of the sublicense;
- remuneration — the amount and procedure for payment for the use of the intellectual property object and its form (royalties, fixed amount, license fees);
- liability of the parties: for failure to fulfill the terms of the license (including the liability of the sublicensee to the licensor);
- other mandatory conditions, such as the quality of products or services, confidentiality of information, its protection.
The sublicense agreement may also establish other conditions other than those described above, which is justified in the case of concluding an agreement regarding a particular object. You can find out more detailed information by seeking professional advice from our specialized lawyer.

Legal assistance in developing and concluding a sublicense agreement
Involving an experienced lawyer in the development and conclusion of a sublicense agreement is an important step to protect the rights and interests of all parties. A lawyer from Prikhodko & Partners has the necessary qualifications and can provide the following services:
- comprehensive legal advice and analysis of the license agreement, restrictions and conditions established by the owner of the intellectual property object, risks, ways to minimize them when concluding a new agreement, etc.;
- professional development of a new agreement by determining essential conditions, including provisions in the agreement that protect the rights of both parties, and the distribution of responsibilities;
- support for the conclusion process, in particular through negotiations, drawing up agreements;
- legal support for the implementation of the agreement (if necessary): responding to violations by sending claims, making amendments to the agreement, etc.
Thus, a sublicense agreement is a legal agreement that regulates the transfer of rights to use an intellectual property object from the licensee to the sublicensee within the limits specified by the main license agreement. The scope of application of sublicense agreements includes IT, publishing, franchising, the use of trademarks, patents and other intellectual property objects. Involving an experienced lawyer in the development and support of a sublicense agreement is necessary to reduce risks and ensure legal security for all parties to the agreement.
Contact the lawyers of “Prikhodko & Partners” and we will help you develop a high-quality sublicense agreement for your needs. To find out the cost of legal support, fill out the form below.
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