Jurisdiction(s):
United Kingdom

Negotiating and drafting manufacturing agreements with design licences: practitioner checklist of key IP, commercial, quality control, pricing and boilerplate terms, with heads of terms guidance

Published by a LexisNexis IP expert

Checklists

How to use this Checklist

This Checklist flags typical issues that arise when negotiating a manufacturing agreement and a design licence, helping you focus on key points at each stage. For further information on the licensing of designs, consult the materials below and see the following Practice Notes:

Introduction to designs
UK registered and unregistered designs
Licensing intellectual property rights

For standalone design licences, consult Precedents: Design licence—pro-licensor and Design licence—pro-licensee. See also: Licence of designs—checklist. For character merchandising arrangements, refer to Precedents: Character merchandising agreement—pro-licensor and Character merchandising agreement—pro-licensee. Where suitable, this Checklist may serve as the basis for a brief, non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts.

Checklist schedule for proposed manufacturing agreement and design licence

The following notes apply to the key commercial considerations identified and outlined herein.

Notes

Parties

Parties: verify each party’s legal status and whether any third parties (such as group affiliates) are to benefit from the proposed agreement.
If a corporate group is involved, ensure the contracting company is the correct group entity.
Third-party guarantees: confirm whether any third party will guarantee a party’s performance or financial obligations.

Commencement and duration

Commencement: confirm the proposed start/effective date...

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Web page updated on 20/05/2026

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