Intellectual property rights can be sold, licensed, jointly held or peacefully shared with competitors. The contract is the tool that converts an IP right into business value. In France, IP contracts must comply with strict formal rules under the French Intellectual Property Code, while delivering the commercial flexibility expected by international parties.
Reviewed by Nathalie Dreyfus, European Trademark and Patent Attorney. Last updated: June 2026.
French IP law sets specific formal rules that differ markedly from common law practice. Three principles to remember:
Written form for copyright transfers. Article L.131-2 of the French Intellectual Property Code requires copyright assignments and exclusive licences to be in writing, with detailed indication of each transferred right, its scope, purpose, territory and duration. Article L.131-1 forbids global assignment of future works.
Mandatory recording for trademark and patent contracts. Article L.714-7 (trademarks) and Article L.613-9 (patents) make assignments and exclusive licences enforceable against third parties only when recorded with the INPI, the EUIPO or the EPO.
Specific clauses for film and audiovisual. A presumption of assignment of economic rights to the audiovisual producer applies, but moral rights remain with the authors.
Each transferred right must be listed separately, with its scope, purpose, territory and duration, in writing. A vague catch-all clause is null and void.
Source: Article L.131-3 of the French Intellectual Property Code.
Trademark assignments and exclusive licences are enforceable against third parties only when recorded with the INPI (or the EUIPO for EU trademarks).
Source: Article L.714-7 of the French Intellectual Property Code.
Patent assignments and exclusive licences must be recorded with the INPI to be enforceable against third parties.
Source: Article L.613-9 of the French Intellectual Property Code.
Distribution and licensing arrangements involving IP rights ancillary to product distribution can benefit from the EU Vertical Block Exemption Regulation if hardcore restrictions are avoided.
Source: Regulation (EU) 2022/720, Vertical Block Exemption.
Permanent transfer of an IP right, similar to a sale. Used at company sale, IP carve-out or portfolio restructuring. Requires precise listing of rights, territory and duration, plus recording at INPI/EUIPO/EPO.
Temporary right to exploit an IP right, in exchange for a royalty or lump sum. Exclusive or non-exclusive, territorial or worldwide, with or without sub-licensing right. Common in patent commercialisation, franchise, software, content licensing.
Used when two similar trademarks compete in different scopes. Parties recognise each other’s rights and define product/service categories and territories where they can coexist peacefully, avoiding litigation.
When a patent or trademark is registered by multiple parties. Joint ownership of patents follows a specific regime (Articles L.613-29 and following of the CPI) deviating from common indivision law.
NDAs, R&D collaboration, technology transfer, options, settlement and transaction agreements after litigation, IP commitments in M&A SPAs.
French and EU IP contracts trigger complex tax effects. Royalties paid by a French licensee to a foreign licensor are generally exempt from withholding tax under most EU tax treaties (Royalty Directive). VAT applies under standard EU rules. Transfer pricing requires arm’s length conditions, particularly for intra-group licensing. We coordinate with tax counsel to ensure structure efficiency.
Bespoke drafting of IP licences, assignments, coexistence and joint ownership agreements.
Review of existing contracts for risks, gaps, missing clauses, and reform opportunities.
Identification and documentation of IP rights, assignment chains, exposure and warranties.
Representation in IP contract disputes before French and EU courts.
Filing of contract recordings to make them enforceable against third parties.
Custom training for legal and IP teams on French and EU contracting standards.
