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].
This type of Agreement is used in situations where the creator of property is okay with someone else using their property but wishes to ultimately retain their rights to the property and be compensated in exchange for giving the license.
This is different than an Intellectual Property Release wherein the owner of the property gives away all of their rights to the work and does not receive continued compensation, known as royalty payments, in exchange for giving permission.
By using a Licensing Agreement, the owner of property is able to make money while also controlling how their property is used and disseminated out in the world.
This document can be used if an individual wants to use property that they do not own. Conversely, this document may be used by someone who would like to grant permission to another person to use their property.
This document allows the Parties to specify the length of use and how the property is utilized.
The Parties should describe the work being licensed in as much detail as possible, including information about the quality of the work that will be delivered from the Licensor to the Licensee for the Licensee's use.
There are no laws outlining what must be put into a Licensing Agreement.