Patents create value through contracts. We draft, review and negotiate licence agreements, assignments and cooperation agreements in German and English and advise on the German Employee Inventions Act, which has no direct equivalent in most other jurisdictions.
Agreements we handle
- Exclusive and non-exclusive patent and know-how licences
- Licences under supplementary protection certificates
- Patent purchase and assignment agreements, including escrow arrangements
- Research and development agreements with universities and research institutes
- Joint ownership agreements for jointly developed inventions
- Cross-licences and settlement agreements
- Patent pools and FRAND licensing of standard-essential patents
- Non-disclosure agreements, including our English NDA template
EU competition law
Licence agreements must comply with the EU rules on technology transfer agreements. No-challenge clauses, exclusive grant-backs of severable improvements and certain territorial restrictions fall outside the block exemption. Our German contract templates highlight these points; English versions can be prepared on request.
German Employee Inventions Act
Inventions made by employees in Germany belong to the employer only after a claim. If the employer does not release an invention within four months of a proper invention disclosure, it is deemed claimed. The employee is then entitled to reasonable remuneration, usually calculated under the official guidelines. Universities pay inventors 30 % of exploitation income. These rules matter for every acquisition, R&D cooperation and due diligence involving German inventors. Disputes can be brought before the Arbitration Board at the DPMA.
Assignments and recordals
Under German law, title to a patent passes with the assignment agreement. Recordal in the register is nevertheless needed to act in proceedings before the DPMA and the courts. We prepare the documents required for recordal in Germany, at the EPO and, in coordination with local counsel, abroad.
Patent licence agreements under German law: key clauses
German law has no statute dedicated to licence agreements. The rights and duties of the parties follow mainly from the contract itself, with the general rules of the Civil Code filling gaps. A well-drafted licence therefore needs to settle the points that the law leaves open:
- Licensed rights and scope: patent numbers, field of use, territory, and whether know-how and future applications are included.
- Exclusivity: whether the licensor may itself use the invention, and who may enforce the patent against infringers.
- Royalty base: net sales, unit price or a lump sum, with minimum royalties for exclusive licences and audit rights.
- Maintenance and validity: who pays renewal fees and defends the patent in oppositions and nullity actions, and what happens to the royalties if the patent is revoked.
- Improvements: how improvements by either side are shared, within the limits of competition law.
- Termination, governing law and dispute resolution: including whether disputes go to a state court, an arbitral tribunal or the mediation and arbitration centre of the Unified Patent Court.
Under § 15(3) PatG, a licence remains effective if the patent is later transferred or another licence is granted. This protects licensees, but buyers of a patent should ask for a full list of existing licences. The insolvency of the licensor is a different matter: the insolvency administrator may refuse to perform contracts that neither side has fully performed. Licensees with critical dependencies should take this risk into account in the structure of the agreement.
New EU Technology Transfer Block Exemption Regulation 2026
Since 1 May 2026, licence agreements are assessed under Commission Regulation (EU) 2026/877, which replaces the 2014 regulation and runs until 30 April 2038. The Commission adopted revised guidelines on technology transfer agreements at the same time. The market share thresholds remain unchanged: 20 % combined for competitors and 30 % each for non-competitors. Agreements that were exempt under the old regulation remain exempt until 30 April 2027, even if they do not meet the new conditions. Existing licences, particularly long-term exclusive licences and patent pools, should be reviewed before this transitional period ends.
Employee inventions in transactions and R&D
Buyers of German technology companies and partners in R&D projects often assume that the employer owns all inventions. Under the German Employee Inventions Act this depends on whether each invention was properly disclosed and claimed. In a due diligence review, we check the invention disclosures, any releases to employees and the status of remuneration payments.
The rules of the Act cannot be changed to the detriment of the employee before the invention has been disclosed (§ 22 ArbnErfG). Clauses in employment contracts that waive remuneration in advance are therefore ineffective. Agreements made after disclosure are allowed, but they can be challenged as grossly unfair within six months of the end of employment (§ 23 ArbnErfG). Remuneration claims also survive the end of employment and a sale of the business, so they should be reflected in the purchase price or in warranties. Disputes about entitlement to an invention are covered on our page on patent infringement and entitlement.
Frequently asked questions
Does a patent licence have to be registered in Germany?
No. A licence is valid without registration, and it remains effective against a later buyer of the patent. An exclusive licence can be recorded in the DPMA register on request, which makes it visible to third parties. Recordal of the patentee, by contrast, matters for standing in proceedings.
Can a patent licence agreement with a German company be governed by English or other foreign law?
Yes, the parties can choose the governing law. Questions of the patent itself, such as validity, scope and transferability, are governed by the law of the country for which protection is granted. A German patent is therefore always subject to German patent law, whatever law governs the contract.
Are no-challenge clauses allowed in patent licence agreements?
A clause prohibiting the licensee from challenging the validity of the licensed patent is generally not covered by the EU block exemption. It is not automatically void, but its validity then depends on an individual assessment under Art. 101 TFEU, taking into account the market position of the parties. Clauses in existing agreements should be reviewed in light of the new regulation.
Do I have to pay German employee inventors after acquiring a German company?
Remuneration claims for inventions that the employer has claimed remain with the employer company and continue after a share deal. In an asset deal, the parties should agree who bears these claims. Unpaid remuneration and missing claims are common findings in due diligence.
What is the difference between an exclusive and a sole licence?
Under an exclusive licence, only the licensee may use the invention in the licensed field; the licensor itself is excluded unless it reserves a right of use. A sole licence allows the licensor to continue using the invention but excludes further licensees. The wording of the agreement decides which model applies.
Have your agreement reviewed
Tell us briefly what you need. You will receive an initial assessment of the approach, deadlines and costs. Phone +49 511 357356-0 or use our enquiry form.