Know-How Licence Review Tool: Risks Highlighted on the Know-How Licence
Upload a know-how licence and get the same file back with flags on definition, field, secrecy, improvements and export controls.
Upload the know-how licence
Confirm this know-how licence
A know-how licence review tool is for a know-how or trade-secret licence: a documented process, a tech-transfer package, or manufacturing know-how licensed as information. The draft often treats all know-how as a finished package, so field, territory, confidentiality after the term, an exclusive grant-back, ownership of improvements, and export stay unmarked on the file. Name the definition sentence. Name the export sentence or its silence.
Upload the pdf
Open Analyse a contract at /document-analysis and upload the pdf or the DOCX. The pass reads that file. It does not read a folder of notes that never made the schedule.
Read the marks on that file
The same know-how or trade-secret licence comes back with flags, a short explanation, and an England and Wales pointer. Read the definition of licensed know-how, the field, the territory, confidentiality survival, the grant-back, ownership of improvements, and export on that file.
Definition, field, secrecy and improvements quoted on the know-how licence
| Mark on the file | Sentence to quote | Where the mark stops |
|---|---|---|
| Definition | Quote the licensed-know-how sentence, or the gap where no schedule identifies the package. In practice the clause may say all know-how and stop. | Article 2 wants a package described comprehensively enough to verify. The row does not decide that this file meets it. |
| Field and territory | Quote the field-of-use sentence and the territory sentence on this same row. Bristows, IP Licensing Handbook, January 2018, says a continent name is weaker than a country list. | Article 7 is the hardcore-restriction article. The row shows the field and the countries written. It does not decide that the parties compete. |
| Secrecy | Quote whether confidentiality survives termination, or mark the gap. Article 3(4) and article 3(5) time the block exemption, not the term of this contract. | Regulation 2 of the 2018 Regulations is a different test. The row does not decide reasonable steps and does not print a year count. |
| Improvements | Quote who owns improvements and any grant-back. Article 8(2)(a) is an assignment or an exclusive licence of the licensee's own improvements. A non-exclusive grant-back is not that paragraph. | Flag the assignment, the exclusive form, and silence. Silence does not award ownership. |
This know-how licence upload
Pros
- ✓You upload the know-how or trade-secret licence as a PDF or DOCX at /document-analysis. The same file comes back with flags on the definition of licensed know-how, field and territory, confidentiality survival, grant-back, ownership of improvements, and export, plus a short explanation and an England and Wales pointer.
Cons
- ✗The pass does not decide that the file is a technology transfer agreement, that article 2 is met, that the parties compete, that a restriction is severable, or that the package is controlled. It does not replace a solicitor.
A technology-licence screen and a checklist
Pros
- ✓A wider screen can look at scope, exclusivity, field, fees, support and term together. LexisNexis hosts a manufacturing and know-how checklist updated on 06/10/2026. WIPO's Green checklist and Bobrowicz, 2007, are negotiation lists.
Cons
- ✗On 11 October 2026 the first search result mixed know-how with source versus object code, escrow, and a US export-control example. It is not linked. Object code stays on the software licence page. A checklist does not mark this file, and pricing and testing are not flags here.
Background list versus foreground assignment
Pros
- ✓The article at /en-gb/blog/background-ip-licence-vs-foreground-assignment-review splits a named background list, a foreground assignment, a licence of embedded tools, and residuals.
Cons
- ✗Reading only that split leaves the know-how definition, field, territory, confidentiality survival, and export unmarked on this licence.
High: undocumented know-how / export
Two High marks only. Undocumented know-how: the definition is all know-how, or the package is said to live in memory, and no schedule describes it comprehensively enough to verify secrecy and usefulness under article 2(c) of the 2026 Order. Export: the territory sentence reaches outside the United Kingdom and the draft is silent on export, or the export sentence allows transfer without a control check. Section 2 of the Export Control Act 2002 includes oral communication. GOV.UK guidance, last updated 7 July 2025, states that exporting controlled items without the correct export licence is a criminal offence, with penalties that include revocation of a licence, seizure of goods, and imprisonment for up to 10 years. That range is the official stake. It is not a finding that this draft is an offence, and it is not a term of this licence. High marks go to a solicitor with the marked file before the licence is signed. The pass is a first look. It is not legal advice, it does not guarantee an outcome, and it does not replace a solicitor.
A know-how or trade-secret licence treats all know-how as a finished package, so field, territory, confidentiality after the term, an exclusive grant-back, ownership of improvements, and export stay unmarked on the file. Checkory is a know-how licence review tool. The same know-how licence comes back with flags on the definition of licensed know-how, field and territory, confidentiality survival, grant-back, ownership of improvements, and export, plus a short explanation and an England and Wales pointer.
Upload the know-how licence
Confirm the file is this licence
The file is a documented process, a tech-transfer package, or manufacturing know-how licensed as information. If the paper is only an on-prem object-code software licence, leave it on the software licence review tool. Flags there are grant, metrics, audit and termination. A source-versus-object sentence does not move onto this page.
If the whole document is a present assignment of patents, copyright and trade secrets, leave it on the IP assignment agreement review tool. An assignment of the licensee's own improvements under article 8(2)(a) is a flag here, not a reason to change pages.
Upload the pdf and read the same file
Save the pdf or the DOCX and upload it through Analyse a contract. The same document comes back with risks on the clause, an explanation, and statute links where a provision of England and Wales was fetched. In practice the artefact is that marked file. It is not a chat, not a Word add-in, not a CLM, and not a generator of a new draft.
See the marks on this know-how licence
Analyse a contract
Definition, field, secrecy, improvements
What article 2 asks of the package
Article 2 of the Competition Act 1998 (Technology Transfer Agreements Block Exemption) Order 2026, fetched 11 October 2026, says know-how means a package of practical information, resulting from experience and testing, which is secret, significant and useful for the production or sale of particular products, and described in a sufficiently comprehensive manner so as to make it possible to verify those criteria. Secret means not generally known or easily accessible. Technology rights include know-how. The mark quotes the clause on the file. It does not decide that the file meets article 2.
Article 1 brings the Order into force on 1 May 2026. It extends to England and Wales, Scotland and Northern Ireland. LexisNexis, on know-how protection and licensing, public text fetched the same day, says know-how can be recorded or held in memory and is difficult to define. The visible quotation stops after “a package of practical information”. For example, the clause may say all know-how and give no schedule. The row quotes that sentence and marks the gap.
“Know-how means a package of practical information, resulting from experience and testing, which is secret, significant and useful, and described comprehensively enough to verify those criteria. Article 2 of the 2026 Order, fetched 11 October 2026. It is not a finding on this file.”
How field and territory sit on one row
Quote the field-of-use sentence and the territory sentence on the same row. Bristows, IP Licensing Handbook, January 2018, says Know-How and Patents are often defined by a schedule, and that Field and Territory need care. A continent name is weaker than a country list. The handbook is earlier than SI 2026/369.
Article 7, fetched 11 October 2026, is the hardcore-restriction article. Between competing undertakings, paragraph (2)(c) covers allocation of markets or customers, with exceptions in paragraph (3). Between non-competing undertakings, paragraph (5)(b) covers limits on passive sales into a territory or to customers, with exceptions in paragraph (7). Article 9(1) can cancel the block exemption if a hardcore restriction is present. The pass does not decide that the parties compete or that this sentence is hardcore. For example, a counterparty may write Europe. The row shows that word.
When confidentiality is written to survive
The trade secret test is a different row
Article 3, fetched 11 October 2026, covers agreements between two undertakings that license technology rights for production, or a risk-sharing assignment. For know-how, the block exemption lasts while the know-how remains secret. If the licensee causes the loss of secrecy, paragraph (5) keeps the exemption for the duration of the agreement. That is the life of the exemption, not the term of this contract. Paragraph (6) takes certain research-and-development and specialisation agreements outside the Order. The pass does not decide that this file is inside article 3.
The year count in article 9(2) is not a confidentiality period, and it is not printed here. Regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018, fetched 11 October 2026, is a different test: secrecy among the circles that normally deal with the information, commercial value because it is secret, and reasonable steps to keep it secret. The court definition includes England and Wales. The pass does not decide that the steps on this draft are reasonable. Bristows, January 2018, says confidentiality should outlast the licence. That is their handbook view.
How improvements and grant-back are marked
Exclusive form, assignment, or silence
Article 8, fetched 11 October 2026, treats as an excluded restriction an obligation on the licensee to assign, or to grant an exclusive licence of, the licensee's own improvements or own new applications to the licensor or a person the licensor names. Under article 8(4), exclusive licence means the licensor may not produce with the licensed technology rights and may not license them to third parties, in general or for a particular use or territory. A non-exclusive grant-back is not paragraph (2)(a). Silence on ownership does not award it.
Article 9(3) cancels the block exemption for the agreement if the excluded restriction is not severable, and for that restriction only if it is severable. The pass does not decide severability. Bristows treats a non-exclusive licence of licensee improvements as the ordinary ask. The handbook predates the Order, so article 8 is the pointer.
The WIPO Green Licensing Checklist, fetched 11 October 2026, says it is not a substitute for professional legal advice. Its grant-back comment is the checklist, not article 8. Donna Bobrowicz, 2007, leaves a blank for whether know-how is included, with an agricultural-technology emphasis. It is not this file.
Tool vs technology-licence generic vs B80
Checklists do not mark this file
On 11 October 2026 the first search result mixed know-how with source versus object code and a US export-control example. It is not linked. Object code stays on the software licence page.
The LexisNexis manufacturing agreement and know-how licence checklist, updated 06/10/2026 and fetched 11 October 2026, is a lawyers' checklist. The readable opening shows parties, third-party guarantees, and commencement. Pricing and testing are not marks here.
One published article does a different split: How to Review a Background-IP Licence Versus Foreground Assignment. It covers a named background list, a foreground assignment, a licence of embedded tools, and residuals. Reading only that split leaves the know-how definition, field, territory, confidentiality survival, and export unmarked on this licence.
High: undocumented know-how / export
Transfer by any means, including oral
Undocumented know-how is a definition of all know-how, or a package said to live in memory, with no schedule comprehensive enough to verify secrecy and usefulness under article 2(c). That gap goes to a solicitor with the marked file.
Section 2 of the Export Control Act 2002, fetched 11 October 2026, covers transfer from the United Kingdom to a place outside it, by any means, including oral communication and goods on which the technology is recorded. Technology means information, including information in software, capable of use in development, production or use of goods or software, or in an industrial or commercial activity. The page records no known outstanding effects. The pass does not decide that this package is controlled.
GOV.UK guidance on export controls, published 24 September 2019 and last updated 7 July 2025, lists email, fax, computer file transfer, telephone, video conferencing and face-to-face communication, and states that exporting controlled items without the correct export licence is a criminal offence. Penalties on that page include imprisonment for up to 10 years. They are not a term of this licence. Silence beside a territory outside the United Kingdom is the mark. One export flag does not replace How to Review Sanctions Screening and Export-Licence Warranties.
What you can point to on the marked file
The reader can point to the definition sentence or the missing schedule, the field sentence, the territory sentence, the confidentiality-survival sentence or its gap, the grant-back sentence, the improvements-ownership sentence, and the export sentence or its silence. The reader does not treat the pass as legal advice, a guaranteed outcome, a block-exemption ruling, an export-licence decision, or a solicitor opinion.
Take those two High marks to a solicitor with the marked file before the licence is signed. The field, survival, grant-back and improvements sentences travel on the same file. What you leave with is the uploaded file, flagged, with a short explanation beside the clause. The pass does not replace a solicitor, and it does not guarantee an outcome.
FAQ
Which paper belongs in this know-how upload?
A know-how or trade-secret licence: a documented process, a tech-transfer package, or manufacturing know-how licensed as information. An on-prem object-code software licence stays on the software licence page, where the flags are grant, metrics, audit and termination. A present assignment of patents, copyright and trade secrets, as the whole document, stays on the IP assignment page. A named background list versus a foreground assignment stays on the background-and-foreground article. Sanctions screening and export-licence warranties stay on that how-to. A pure manufacturing agreement without a know-how grant is a different file.
What does the definition row show when the draft says all know-how?
The licensed-know-how sentence, or the gap where no schedule identifies the package. Article 2 of the 2026 Order, in force on 1 May 2026, describes a package of practical information, resulting from experience and testing, which is secret, significant and useful, and described comprehensively enough to verify that. Secret, in that Order, means not generally known or easily accessible. LexisNexis, public text fetched 11 October 2026, says know-how can sit in memory and is difficult to define. The row does not decide that the sentence meets article 2.
Does a non-exclusive grant-back fall inside article 8(2)(a)?
No. Article 8(2)(a) is an obligation to assign, or to grant an exclusive licence of, the licensee's own improvements or own new applications to the licensor or a person the licensor names. Article 8(4) defines exclusive licence for that article: the licensor is not permitted to produce on the basis of the licensed technology rights and is not permitted to license them to third parties. A non-exclusive grant-back is not that paragraph. Silence on who owns improvements is still a mark, and silence does not award ownership. Severability under article 9(3) is not decided on this pass.
Does the secrecy row set a number of years after the term?
No. Article 3(4) and article 3(5) describe how long the block exemption lasts for know-how. That is the life of the exemption, not the term of this contract. The year count in article 9(2) is about a later market-share breach and is not printed as a confidentiality period. Regulation 2 of the Trade Secrets (Enforcement, etc.) Regulations 2018 is a different test, and the row does not decide that the steps on the draft are reasonable. Bristows, IP Licensing Handbook, January 2018, says confidentiality should run past the life of the licence. That is their handbook view.
Does a missing export sentence mean the package is controlled?
No. The mark is the export sentence, or the silence next to a territory outside the United Kingdom. Section 2 of the Export Control Act 2002 includes transfer by any means, including oral communication. GOV.UK guidance, last updated 7 July 2025, lists email, fax, computer file transfer, telephone, video conferencing and face-to-face communication, and states that exporting controlled items without the correct export licence is a criminal offence. The penalty range on that page is not a term of this draft. The pass does not decide that this package is controlled, and it does not write an application.
What leaves with a solicitor, and what does the pass leave open?
Undocumented know-how and a silent or unchecked export line are the two High marks. They go to a solicitor with the marked file, together with the field sentence, the territory sentence, the confidentiality-survival sentence or its gap, the grant-back sentence, and the improvements-ownership sentence. You should be able to point at each of those. The pass does not treat itself as a block-exemption ruling, an export-licence decision, or a solicitor opinion. It does not guarantee an outcome, and it does not replace a solicitor.
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