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

A technology license agreement in Spain lets one party use another's patents, trademarks, software or know-how on agreed terms. Spain has no single licensing code, so the contract draws on the IP statute for each right, general contract freedom in the Civil Code, and EU competition rules. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Spanish lawyer. ## What law governs technology licenses in Spain? Several statutes apply, depending on what is licensed: - Patents and utility models: the Patent Act (Ley 24/2015, de 24 de julio, de Patentes), which governs patent and utility-model licenses, exclusive and non-exclusive grants, and recordal at the Spanish Patent and Trademark Office (Oficina Espanola de Patentes y Marcas, OEPM).

• Trademarks: the Trademark Act (Ley 17/2001, de 7 de diciembre, de Marcas), which allows exclusive and non-exclusive license of a registered mark and recordal in the trademark register.
• Software and copyright: the Intellectual Property Act (Real Decreto Legislativo 1/1996), which covers software and other works.
• Know-how and trade secrets: the Trade Secrets Act (Ley 1/2019, de Secretos Empresariales), backed by general contract freedom under Article 1255 of the Civil Code (Codigo Civil).
• Competition: the EU Technology Transfer Block Exemption Regulation (TTBER), which gives a safe harbour to license clauses that restrict competition, as long as they avoid listed hardcore and excluded restrictions. The TTBER was renewed with effect from 1 May 2026, replacing the 2014 version (Regulation 316/2014), so check current clauses against the new text. A license binds the two parties without registration, but recording a patent or trademark license at the OEPM gives public notice and lets the licensee assert it against later third parties. ## Key clauses in a Spanish technology license - Definitions: the licensed technology, patents, marks, software, know-how, field of use and territory.
• Grant and scope: exclusive, sole or non-exclusive; the field of use; the territory; and whether sublicensing is allowed.
• Royalties and fees: upfront fees, running royalties, minimum royalties, reporting and audit rights, and tax treatment.
• Improvements and grant-back: who owns improvements and whether either side licenses them back, kept within the TTBER.
• IP ownership and prosecution: confirm the licensor keeps title, and set who files, maintains and enforces the rights.
• Warranties and indemnities: warranties on ownership and non-infringement, and who defends third-party claims.
• Confidentiality: protect know-how and source code under the Trade Secrets Act, where the value often sits.
• Term and termination: duration, renewal, termination for breach or insolvency, and the fate of stock, sublicenses and data on exit.
• Governing law and forum: Spanish law and a chosen court or arbitration. ## A simple drafting skeleton 1. Parties and date

2. Recitals and definitions
3. Grant of license (scope, field, territory, exclusivity)
4. Sublicensing
5. Royalties, fees, reporting and audit
6. Improvements and grant-back
7. IP ownership, filing and enforcement
8. Warranties and non-infringement indemnity
9. Confidentiality and trade secrets
10. Term and termination
11. Effect of termination
12. Recordal at the OEPM (for patents and trademarks)
13. Competition-law compliance (TTBER)
14. Governing law (Spanish) and dispute resolution
15. Signatures Spend the most effort on the grant, the royalty mechanics and the infringement indemnity, because those decide who earns what and who carries the risk. ## Common mistakes to avoid - Leaving the field of use and territory vague, so the parties disagree on what was licensed.

• Not recording a patent or trademark license at the OEPM, then struggling to enforce it against third parties.
• Ignoring the TTBER and including a hardcore restriction that voids the safe harbour.
• Licensing an unregistered right, which weakens the licensee's position. ## Keeping a license portfolio under control If you license technology across several countries, the hard part is not one contract. It is tracking which royalties are due, when each term renews, which licenses are recorded, and which clauses depend on competition rules that change. That work (drafting from a tuned template, flagging risky clauses, tracking renewals, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review, plain-English clause editing and a live activity timeline; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Spanish law. More at Adira. The law above stands on its own. ## Bottom line A Spanish technology license is built from the statute for each right (the Patent Act, the Trademark Act, the IP Act or the Trade Secrets Act), general contract freedom, and the EU block exemption, not a single licensing law. Define the grant, royalties and indemnity with care, record patent and trademark licenses at the OEPM, keep competition clauses inside the renewed TTBER, and get Spanish advice before signing a real deal.