Enurement Clause
• The Enurement clause declares that any rights and responsibilities of the parties will pass on to their successors.
• An "enurement" clause indicates that an agreement continues to the benefit of assigns, heirs, or other designated third parties.
• This clause allows the benefit of the license to continue without disruption in the event of a death, or in the event of corporate changes such as mergers or corporate restructuring.
o The ability to sue on the terms of the agreement is extended to these designated third parties without the loss of privity.
• The nature of the parties involved will dictate the appropriateness of the listed third parties.
o "Heirs, executors and administrators" refer to individuals
o "Successors" refer to corporations.
o An heir is a beneficiary of a deceased’s estate.
o An executor or administrator is the person appointed to manage the estate of a deceased person.
o A successor is an entity that succeeds a corporation (i.e. through merger, amalgamation or change of corporate name).
• An assign is a person to whom a party assigns its rights, which presumes that assignment of the contract is permitted
o As intellectual property licenses typically are personal to the licensee, and do not imply a right of assignment by the licensee, it is generally recommended that the right of assignment (or lack thereof) be specified in the agreement including any necessary condition precedent (e.g. prior written consent, notice, payment of administrative fee).
o On the other hand, the inclusion of the word "assigns" in the enurement clause, without dealing with assignment in the rest of the agreement, may be enough to show that the license is intended to be freely assignable.
 This could be disastrous for a licensor who does not expect to face a competitor, for instance, as a licensee.
• It is essential to review the drafting of this clause to establish exactly what rights and liabilities will continue under the...