The Licensee and Licensor may be called individually the “Party” or collectively the "Parties." All references to the Licensee and the Licensor in this Agreement shall include, if relevant, the Parties' parent companies, affiliates, and subsidiaries.
This Licensing Agreement (the "Agreement") is made valid upon signature by both Parties (the “Effective Date”)
The Licensee shall pay to the Licensor a royalty which shall be a one-time flat payment of [Insert amount and currency] paid up front at the time the Licensor grants the license to the Authored work to the Licensee.
The Licensee may freely make modifications to the Authored Work without any prior approval from the Licensor.
If the Licensee fails to abide by the obligations of this Agreement, including the obligation to make any royalty payments when due, the Licensor shall have the option to cancel this Agreement by providing [Insert number of days] written notice to the Licensee.
The Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated above and if there are no other defaults during such time period.
The term "Confidential Information" refers to any information or materials that are proprietary to the Licensor, whether or not owned or developed by the Licensor, and which the Licensee may obtain through any direct or indirect contact with the Licensor or the Authored Works.
As of the effective date, the Licensor, grants back to the Licensee a non-exclusive royalty free license to use the Authored Work as the Licensor sees fit, for the creation of derivative works.
Neither Party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other Party or by any third-party and the Licensee accepts the product "AS IS."
This Agreement shall be binding on any successors of the Parties.
This Agreement may be terminated by either Party by providing [Insert number of days] written notice to the other Party.
This Agreement contains the entire Agreement between the Parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.
The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
This Agreement shall be governed by the laws of the State of [Insert name of state].
A licensing agreement is a contract between two parties – a licensor and a licensee - in which the owner of a brand, patent, trademark, or copyrighted material grants permission to another party to use it. The specific type of licensing agreement and what it includes will depend on what is being licensed and on the conditions of the licensing agreement itself.
Licensing agreements are generally a fairly straightforward contract type. However, regardless of the specific type of licensing agreement you're looking to create, ensure yours contains the below elements to ensure it is robust and works how you need it to.
Licensing agreements will also typically include clauses around confidentiality. If you’re using a licensing agreement template, ensure what is written fits your needs. You may also decide to draw up a separate non-disclosure agreement if you want to specifically detail specific confidentiality clauses.
You should use a licensing agreement whenever you’re granting permission to another party to use your brand, patent, trademark, or copyrighted material. While licensing agreements are often associated with giving rights to use a song or film footage, they may also be relevant for partnerships between businesses, where you're granting permission for another company to use your brand in its advertising or to sell your product, for example.
Whenever another party wants to use your intellectual property of any description, it’s a good idea to have a licensing agreement in place.
There are many reasons why you might use a licensing agreement. As with any contract, perhaps the most significant is that using one means you can reduce the likelihood of disputes by being explicit around the terms of use of the thing being licensed. In this sense, your licensing agreement makes it easy for the licensee to understand what they can use and how they can use it and for the licensor to check adherence to the agreement if necessary.
When disputes do occur, a well-written licensing agreement should make them easy to resolve as there shouldn’t be any ambiguity as to what conditions apply.
Use a licensing agreement whenever you need to grant permission to another party to use your brand, patent, trademark, or copyrighted material. If you're a business seeking to use such material that belongs to another party, you should also insist on a licensing agreement being in place so you know you’re legally covered around what you want to use, and how you can use it.
With Contractbook’s licensing agreement template, most of your contract is already written for you. You can simply fill in the gaps in our template to quickly create a licensing agreement that works for you, or make changes to the other text to better reflect the terms you wish to work within.
