Technology License Agreement in France: Template, Key Clauses and Local Law (2026)

A technology license agreement is where the owner of technology (the licensor) lets another party (the licensee) use defined intellectual property, which can include patents, know-how, trade secrets, software, designs, and trademarks. It is broader than a pure software license because it usually bundles patents and confidential know-how with technical support. French law sets some firm rules that surprise first-time drafters: a patent license must be in writing to be valid, and it should be registered with the national patent register to bind third parties. This is general information, not legal advice. The right structure depends on which rights you license and how the parties relate. Confirm your position with a qualified French lawyer and tax adviser before relying on a template. ## The local law that governs a French technology license - Code de la propriete intellectuelle (French IP Code). Patent licenses sit under Article L613-8, which allows a license of all or part of the rights, exclusive or non-exclusive. The same article requires the license to be in writing, failing which it is void.

• INPI registration, Article L613-9. Acts that transfer or change patent rights must be recorded in the national patent register kept by the National Institute of Industrial Property (INPI) to be enforceable against third parties. An unregistered licensee can still join an infringement action brought by the owner, but registration is the safe course.
• Trade secrets. Know-how and confidential information are protected under the trade-secrets rules introduced by Law 2018-670, which transposed the EU Trade Secrets Directive into the IP Code.
• Competition law. EU Article 101 TFEU and the EU Technology Transfer Block Exemption Regulation 316/2014 apply, alongside French competition law, so grant-backs, no-challenge clauses, and territorial restraints are assessed against that framework.
• Tax. Royalties paid to a non-resident licensor can attract French withholding tax, subject to treaty relief, so include a withholding and gross-up clause. ## Key clauses to get right - Licensed technology and scope. Define the patents, know-how, software, and marks, plus field of use, territory, and whether the license is exclusive, sole, or non-exclusive.
• Written form and registration. Record the license in writing and plan the INPI filing for any patent rights.
• Grant and reservations, including sublicensing, modification, and limits on decompilation consistent with software copyright.
• Royalties and payment, with base, rate, minimums, audit rights, and a withholding and gross-up clause.
• Know-how and confidentiality, aligned with the trade-secrets rules, since know-how is protected by confidentiality, not registration.
• Improvements and grant-backs, kept narrow enough to fit the Block Exemption Regulation.
• Warranties, IP indemnity, and liability.
• Term, termination, and effect of termination, including sublicenses and return of confidential materials.
• Governing law and disputes. ## A simple skeleton 1. Parties and definitions

2. Licensed technology, field, and territory
3. Grant, exclusivity, and reservations
4. Written form and INPI registration
5. Sublicensing
6. Royalties, payment, and withholding tax
7. Know-how and confidentiality
8. Improvements and grant-backs
9. Warranties and IP indemnity
10. Liability and limitations
11. Term and termination
12. Governing law and dispute resolution
13. Signatures ## Common mistakes - Agreeing a patent license by email or orally, when Article L613-8 requires writing on pain of nullity.

• Skipping INPI registration, then finding the license hard to enforce against third parties.
• Drafting restraints that breach Article 101 TFEU or fall outside the Technology Transfer Block Exemption Regulation.
• Treating know-how as if registration protected it, rather than relying on the trade-secrets rules and confidentiality.
• Ignoring withholding tax on royalties to a non-resident licensor. ## One workspace for your contracts French technology licenses reward careful records, since writing and registration decide whether the license holds. Adira is an AI legal operating system that drafts, reviews, and tracks contracts as a structured clause tree, so defined terms stay aligned and filing dates are not missed. Adira is India-first today, and deeper non-India jurisdiction support, including France, is on its roadmap, so use it as a drafting and tracking workspace rather than a source of French legal advice for now.