--- title: "Technology Transfer Agreements | Pitch" description: "How to move patents, know-how or software to a partner without losing control, and the EU competition rules that apply to the deal." url: https://www.pitch.law/academy/technology-transfer-agreements --- [pitch](https://www.pitch.law/) [Academy](https://www.pitch.law/academy) [Commercial](https://www.pitch.law/academy/topics/commercial) # Technology Transfer Agreements How to move patents, know-how or software to a partner without losing control, and the EU competition rules that apply to the deal. - By By Bart Lieben, Attorney-at-Law - Published 26 October 2026 ## 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](https://www.pitch.law/academy/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](https://www.pitch.law/solutions/patent-technology-licensing) work. We draft transfer and licence agreements with [our Document Studio](https://www.pitch.law/technologies/contract-studio) and review a partner's draft with [our contract review](https://www.pitch.law/technologies/clause-library-risk-review). For the licensing mechanics, see [licensing agreements](https://www.pitch.law/academy/licensing-agreements). ## In short - Defining what is transferred: patents, know-how, software - Background and foreground IP - Confidentiality and trade secret protection - Export controls and competition law ## Related solutions - [Solutions](https://www.pitch.law/solutions/patent-technology-licensing) ### [Patent and Technology Licensing](https://www.pitch.law/solutions/patent-technology-licensing) [Licence or acquire patents, know-how and software on terms that protect your edge, your income and your competition-law position.](https://www.pitch.law/solutions/patent-technology-licensing) ## Technology we use - [Technology](https://www.pitch.law/technologies/contract-studio) ### [Document Studio](https://www.pitch.law/technologies/contract-studio) [Our Document Studio drafts and analyses legal documents in a secure, on-premise environment, and keeps the documents behind your matters up to date as new data comes in and procedural steps fall due.](https://www.pitch.law/technologies/contract-studio) - [Technology](https://www.pitch.law/technologies/clause-library-risk-review) ### [Contract Review](https://www.pitch.law/technologies/clause-library-risk-review) [Send us the contract the other side drafted and we check it clause by clause against our playbook, with a risk ranking an attorney has verified.](https://www.pitch.law/technologies/clause-library-risk-review) ## More in Commercial - ### [Commercial Contracts: a Map](https://www.pitch.law/academy/commercial-contracts-overview) [The main families of commercial contract, the EU and national rules that frame them, and where risk and value tend to sit.](https://www.pitch.law/academy/commercial-contracts-overview) - ### [Distribution and Reseller Agreements](https://www.pitch.law/academy/distribution-reseller-agreements) [How to structure distribution and reseller agreements in the EU: exclusivity, termination protection, online sales, and the brand provisions that keep control.](https://www.pitch.law/academy/distribution-reseller-agreements) - ### [Licensing Agreements](https://www.pitch.law/academy/licensing-agreements) [How to structure an IP licence: scope, royalties, improvements, quality control, termination, and the EU rules that frame it.](https://www.pitch.law/academy/licensing-agreements) - ### [Manufacturing and Supply Agreements](https://www.pitch.law/academy/manufacturing-supply-agreements) [What a manufacturing or supply agreement must settle: specifications, quality, liability, exclusivity and, above all, who owns the tooling, know-how and improvements.](https://www.pitch.law/academy/manufacturing-supply-agreements) - ### [Master Services Agreements and SOWs](https://www.pitch.law/academy/master-services-agreements-sow) [How a master services agreement and statements of work split the legal terms from the project detail, and how EU and national rules shape the key clauses.](https://www.pitch.law/academy/master-services-agreements-sow) - ### [Running an RFI or RFP](https://www.pitch.law/academy/rfi-rfp-procurement) [How to run a request for information or proposal so that confidentiality, IP and your contract terms are protected before you choose a vendor.](https://www.pitch.law/academy/rfi-rfp-procurement) ## Let’s talk Tell us what you’re working on. We’ll get the right person on it and reply within one business day. The first chat is free. [Schedule a meeting](https://www.pitch.law/schedule)