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University Climate Tech License Term Sheet
A non-binding term sheet for licensing university-owned climate technology (clean energy, carbon capture, batteries, or sustainable materials) to a startup, covering scope, diligence, royalties, equity, and sustainability reporting.
What is a University Climate Tech License Term Sheet?
A University Climate Tech License Term Sheet is a non-binding term sheet for licensing university-owned climate technology (clean energy, carbon capture, batteries, or sustainable materials) to a startup, covering scope, diligence, royalties, equity, and sustainability reporting.
Built for founders and TTO licensing officers negotiating an exclusive or co-exclusive license of university climate-tech IP (clean-energy, carbon-management, storage, or sustainable-materials patents and know-how) into a newly formed operating company.
University Climate Tech License Term Sheet template, current for 2026
The mechanics are current for 2026. Diligence is keyed to MW deployed and tons of CO2 avoided as well as revenue, in the post-IRA/CHIPS era. Tax credits and Section 45X/45V/48E amounts are carved out of net revenues. Sustainability KPI reporting is aligned with ISSB S2 and the SEC climate rule, carbon-impact attestation is tied to milestone payments, and clean-energy sublicense revenue tiers recognize capital-intensive project-finance deployments.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your University Climate Tech License Term Sheet as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- Effective date of the term sheet The date the parties intend to sign this non-binding term sheet. Confidentiality and exclusivity begin here.
- Full legal name of the licensing university (or its tech-transfer entity) Use the exact contracting party the TTO puts on license agreements, often a Regents/Trustees entity, sometimes a separate research foundation.
- Tech-transfer office (TTO) short name Used in signature and notice blocks.
- Licensee company legal name The startup that will hold the license. If the entity is being formed, note '(to be formed)'.
- Licensee state of incorporation
- Primary climate-tech area Drives the sustainability KPI and diligence defaults. Pick the closest fit; you can refine the field-of-use text later.
- Short description of the licensed technology One or two sentences. This shows up in the recitals and helps define the Licensed IP.
- Licensed patents and applications List issued patents, pending applications, and any PCT filings. Continuations/divisionals should be swept in by the definition.
- Include unpatented know-how, prototypes, and materials? Climate hardware licenses often need lab-scale prototypes, cell chemistries, or process recipes to be transferable; check with the PI and TTO on what can travel.
- Field of use Narrow enough to leave room for future partners; broad enough to cover your commercial plan. Climate fields typically read on end-use markets (e.g., 'stationary storage on utility-interconnected assets').
- Territory Worldwide is standard for climate deployment plays; a US-only or split territory can lower upfront fees.
- If split, describe the territory carve-up
- Exclusivity
- Name of the co-exclusive partner The other licensee with whom the University shares co-exclusive rights. Populates Section 4. Leave blank to defer the name to the Definitive License.
- Was the technology developed with US federal funding (Bayh-Dole applies)? If yes, the government retains a paid-up license and march-in rights, US-manufacturing preference under 35 U.S.C. 204 applies to exclusive licensees, and the University must file a confirmatory license and make iEdison reports.
- Upfront license fee (USD) Climate-tech upfronts are typically lower than life-science (often $50k to $500k) because deployment capex is heavy; balance with equity and milestones.
- Equity grant to university (fully-diluted %) Common range 2% to 6%. This is measured at issuance on a fully-diluted basis including the option pool.
- Up to what total amount raised (USD) is the university's equity percentage maintained (anti-dilution)? University shares are typically topped up (at no cost) through the first priced round or until a set capital raise is completed.
- Running royalty on Net Sales (%) Climate hardware royalties usually 1% to 4% of net sales given thin project margins; software/services layers can bear more.
- Minimum annual royalty starting in year (specify year and $)
- Sublicense revenue share before first commercial deployment (%) Higher share before you've proven the tech; drops post-deployment. Excludes bona fide R&D funding and equity investment at fair value.
- Sublicense revenue share after first commercial deployment (%)
- Diligence and milestone payments Climate diligence should be measured by deployment as well as revenue. Include a technical scale milestone, a pilot, a first commercial project, and a cumulative capacity or tonnes-CO2 target.
- Sustainability KPI reported annually Aligned with ISSB S2 / SEC climate disclosure norms. Ties into carbon-impact attestation and the annual report.
- Require third-party carbon-impact attestation for milestone payments? For CDR/CCUS licenses this is close to standard; for storage/generation it's optional but investor-friendly.
- Carve US clean-energy tax credits (45X/45V/45Q/48E/ITC) out of Net Sales? Standard 2026 practice puts royalties on commercial revenue and leaves refundable or transferable tax credits captured by the licensee out of the base.
- Who controls patent prosecution?
- Manuscript review window (days) University researchers must retain publication rights; licensee gets a review window to file patents. 30 to 60 days is typical.
- Exclusivity / no-shop period (days) How long the TTO will negotiate exclusively with the licensee before this term sheet lapses.
- Governing-law state (override) The state whose law governs and whose courts hear disputes. Leave blank to default to the state in which the University is domiciled.
- Dispute resolution for the binding provisions Exclusive court jurisdiction is the default and simplest. Choose arbitration if the parties prefer a private, single-arbitrator forum.
- Arbitration seat (city, state) The legal seat of arbitration. Usually the University's home city and state.
- University notice address and email Full mailing address plus email for formal notices to the University / TTO under the binding provisions.
- Licensee notice address and email Full mailing address plus email for formal notices to Licensee under the binding provisions.
- Does a change of control of Licensee trigger a fee to the University? If yes, the term sheet flags that a change-of-control fee (amount set in the Definitive License) is payable. If no, a change of control is still a deemed assignment requiring consent but carries no fee.
- Licensee signatory name
- Licensee signatory title
- University signatory name
- University signatory title
Frequently asked
About the University Climate Tech License Term Sheet and how HDAi works.
What is a University Climate Tech License Term Sheet? +
A University Climate Tech License Term Sheet is a non-binding term sheet for licensing university-owned climate technology (clean energy, carbon capture, batteries, or sustainable materials) to a startup, covering scope, diligence, royalties, equity, and sustainability reporting. Founders and TTO licensing officers use it when negotiating an exclusive or co-exclusive license of university climate-tech IP (clean-energy, carbon-management, storage, or sustainable-materials patents and know-how) into a newly formed operating company.
Is HDAi's University Climate Tech License Term Sheet legally binding? +
A term sheet is generally non-binding on the economic terms and binding only in the provisions it marks as binding, typically confidentiality, exclusivity, expenses and governing law. The definitive agreements that follow are what bind the parties; have a licensed Hart David Carson attorney draft or review those before you sign.
Do I need a lawyer to use this University Climate Tech License Term Sheet? +
You can generate and download the University Climate Tech License Term Sheet in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this University Climate Tech License Term Sheet current for 2026? +
The mechanics are current for 2026. Diligence is keyed to MW deployed and tons of CO2 avoided as well as revenue, in the post-IRA/CHIPS era. Tax credits and Section 45X/45V/48E amounts are carved out of net revenues. Sustainability KPI reporting is aligned with ISSB S2 and the SEC climate rule, carbon-impact attestation is tied to milestone payments, and clean-energy sublicense revenue tiers recognize capital-intensive project-finance deployments.
How long does the University Climate Tech License Term Sheet take? +
Estimated time about 20 min (39 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this University Climate Tech License Term Sheet work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
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