Technology Transfer Agreements

The legal framework

A technology transfer agreement moves technology from one party to another, whether by assignment or by licence. It appears in collaborations, spin-outs, licensing deals and supply chains. The hard part is handing over what the partner needs without handing over more than you intended, or losing control of the parts that give you your edge.

What is transferred. Patents are registered and defined by their claims. Under the European Patent Convention, an assignment of a European patent application must be in writing and signed by the parties, and a licence is a matter of contract. Know-how is unregistered technical knowledge in documents, processes and people. It is protected as a trade secret under Directive (EU) 2016/943, as implemented in the Code of Economic Law, if it is secret, has commercial value because it is secret, and is subject to reasonable steps to keep it secret. Software is protected by copyright under Directive 2009/24/EC and, in its source code, often as a trade secret. Each is transferred differently, and a single agreement often covers all three.

Competition law. Technology licences and transfers fall under the Technology Transfer Block Exemption Regulation (TTBER). The Commission adopted a revised version in April 2026, applying from 1 May 2026 and replacing the 2014 regulation. It gives a safe harbour to agreements within market-share thresholds that avoid hardcore restrictions, and its guidelines set out how to assess technology pools and licensing outside the safe harbour. Joint research and development is covered by a separate block exemption, Regulation (EU) 2023/1066. Check which applies to your structure.

Export controls. Dual-use items, including certain software, technology and encryption, are subject to Regulation (EU) 2021/821. Transferring controlled technology across borders can require authorisation, and national authorities handle the licensing. Checking the position before the technology moves, rather than after, avoids serious consequences.

Employees and inventors. Rules on employee inventions differ per country, and some have no complete statute. Ownership of inventions made by employees and contractors should be secured by contract before the technology is transferred, otherwise the transferor may not own what it is transferring.

In practice

Be precise about the asset

The first task is a precise description of what is transferred: which patents and applications, which documents and data make up the know-how, which versions of the software and what source code, and which third-party or open-source components are inside. A schedule that lists them is worth more than a generic phrase such as "all related technology".

Background and foreground IP

In any collaboration, the cleanest line is between background IP, which each party brings, and foreground IP, which is created during the project. The agreement should record who owns each and who may use it afterwards, for what. Getting this wrong is the most common reason joint projects end in dispute, because neither side can later prove what it contributed.

Confidentiality and know-how protection

Where value sits in know-how, confidentiality is the protection. The recipient must be bound to keep the information secret, use it only for the agreed purpose and apply real security measures. Know-how transfer usually includes documentation, training and a period of technical support, so that the recipient can actually use it.

Assignment or licence, and improvements

Decide whether the deal is an assignment (ownership transfers, usually for a lump sum) or a licence (ownership stays, use is granted, usually for royalties). The choice shapes price and long-term control. The mechanics are set out in licensing agreements. Ownership of improvements the recipient makes should be settled at the outset, with grant-backs where appropriate.

An example

A Leuven university spin-out transfers a diagnostic algorithm and the related know-how to an industrial partner in Germany. The agreement licenses two patent families, lists the source code version and a document set as know-how, and requires the partner to protect it. Improvements by the partner are owned by the partner but licensed back non-exclusively. Before signing, the spin-out checks the competition rules for a licence between non-competitors and confirms that the software has no export-controlled components. Its university employer's rights over the original invention are also confirmed in writing.

Frequently asked questions

How do you transfer know-how that is not written down?

It has to be captured first. A know-how transfer usually includes documentation, training and technical support, and the agreement should specify what is delivered and how.

Who owns improvements made by the recipient?

Whatever the agreement says. If it is silent, you may have no rights in improvements built on your technology. Address ownership and grant-backs at the start.

Does the TTBER apply to a transfer of know-how?

It covers agreements involving patents, know-how and software copyright, including know-how licences. It does not cover everything, for example pure assignment of technology for a fixed price is not a licence, though the same competition principles can still apply.

Do we need an export licence?

Only if the technology is on the dual-use control list or otherwise controlled. Check before transfer.

How this connects

Technology transfer is part of our patent and technology licensing work. We draft transfer and licence agreements with our Document Studio and review a partner's draft with our contract review. For the licensing mechanics, see licensing agreements.