I Hate Lawyers

I have just signed a licensing agreement and I feel like I am running naked through a field of razor blades carrying a 55 gallon drum of isopropyl alcohol with holes in the bottom. The agreement puts almost all of the risk on my company - the licensee. The licensor is taking comparatively no risk. The licensor will not even warranty that he has the rights to license his invention.

I could go into all the details but I would bore myself and I know them all and no one reads this anyway, but if someone sues my company claiming that the product we are manufacturing under license infringes on another patent we are completely fucked because the inventor is not even claiming to have the rights to license what he is licensing. Were my company sued in this manner we would have no recourse with the inventor.

Normally I would never enter into an agreement that is so one-sided but without this agreement my company is effectively out of business. Eight months ago when our business outside this product we are licensing was good, I would have never signed this agreement and put my company at such risk. But now our core business has dropped off a cliff and the inventor has us by the balls even though he really doesn't know it.

His attorney is not an intellectual property specialist and the attorney I am using most certainly is. It is painfully obvious that the inventor's attorney doesn't know much about intellectual property law. The agreement he as drafted speaks so loudly to this point that I can even see it. Nevertheless the inventor is going by what his lawyer tells him to so they effectively are bending me over and ramming it home.

The agreement is so far outside the norm for licensing agreements that it is absurd. The licensor's attorney says this is a "hybrid" situation so it doesn't fall under what a normal licensing situation would entail The only thing "hybrid" about this agreement is that it is so one sided and that if I didn't sign it I might as well declare chapter 7. No other company with a sane CEO that was not desperate would sign an agreement like this.

I feel so damn vulnerable and I am pissed off that I had to be in this situation. I feel just like a prison bitch.