Your company, a technology company based in the United States, holds a number of patents on Internet-related business applications. It is negotiating a licensing agreement with a major French innovator of Internet technologies. Your company’s standard grant-back clause provides a nonreciprocal reversion of all licensee improvements.

The French company is refusing to execute the agreement because of the one-sided nature of the clause. Your job is to draft a fair grant-back clause that provides reciprocal rights to the licensor and licensee. How should such a clause deal with the questions of ownership and use? What will be the status of these rights after the termination of the license?