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10 Tips for a Successful Licensing Negotiation
Watch the full session with Rand Brenner and IP litigator Andrew Berger. As you do, consider where your current negotiating approach leaves value on the table — and which of these ten principles would change your next deal.
"You don't get the deal you deserve. You get the deal you negotiate."
Make it a win-win
The license agreement must work for both sides or it won't hold. A deal that only benefits you creates a resentful partner who will under-perform — or walk away.
Leverage comes from not needing the deal
The more alternatives you have, the stronger your negotiating position. Build your pipeline so no single deal feels like your only option — and your counterpart will feel it.
Internet sales channel = global rights
If your licensee's primary channel is online, you're granting worldwide reach. Recognize this in how you price territory rights and structure royalty terms accordingly.
Givers get — exclusivity earns a higher royalty
If you grant exclusive rights to a licensee, you're giving up significant value. Make sure that's reflected in your royalty rate — exclusivity should always command a premium.
Always have an exit strategy
Never enter a licensing agreement without a clear path out. Define performance benchmarks, minimum royalties, and termination conditions before you sign — not after.
There is no magic royalty number
Every deal has a different right royalty rate. Industry averages are a starting point, not a ceiling — and the specific value your IP brings to a partner determines the real number.
Benchmark against comparable deals
Research what licensees are actually paying for similar IP in your space. Comparable deal data is your most powerful negotiating tool for anchoring royalty expectations.
Give the licensee enough time to recoup
The term of the license should be long enough for your partner to justify their investment. A fair term builds a committed, high-performing licensee — a short one breeds resentment.
Negotiate with respect to build trust
How you negotiate sets the tone for the entire relationship. Aggressive tactics may win a point today but poison the long-term partnership you depend on for royalty performance.
Take your time — aim for a long-term relationship
Rushing a deal to close is one of the most common and costly licensing mistakes. The goal isn't a signed contract — it's a productive, mutually beneficial relationship.
📝 As You Watch — Questions to Consider
Before you can negotiate effectively, you need clear answers to both questions. Write them down before watching and revisit them at the end.
Think about how many qualified licensing prospects you're actively talking to. A single-prospect pipeline is the fastest way to lose negotiating power.
Consider whether you know what comparable IP deals in your industry are actually paying, and whether you could support your royalty ask with market evidence.
Review any existing agreements for performance benchmarks and termination clauses. If they're missing, that's a structural problem to address in your next deal.
Andrew Berger
Andrew Berger is an intellectual property litigator at Leichtman Law PLLC in New York. He has resolved multiple copyright infringement litigations and helps clients monetize IP through licensing, joint ventures, and related transactions. Adjunct professor at Cornell Law School teaching copyright litigation. Has mediated IP cases for the Southern District Mediation Office for over 25 years. Selected as a Super Lawyer in IP litigation every year since 2012. Author of the IP In Brief blog.
Rand Brenner
Rand Brenner has structured and executed licensing programs across entertainment, consumer products, medical technology, and regulated industries — operating as both licensee and licensor throughout his career. He developed licensing programs for Mighty Morphin Power Rangers and Batman, and is the author of Hidden Wealth: The Money Making Power of Licensing (2019). His work has appeared in the Licensing Journal and Intellectual Property Magazine.