Licensing Agreement - Template, Sample Form to Complete Pro · US-law
✓ Valid in United States · drafted to comply with local law
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LICENSE AGREEMENT
State of ________
RECITALS
This License Agreement (this “Agreement”) is made and entered into, and is effective as of ________ (the “Effective Date”), by and between the following licensor (the “Licensor”):
________, a ________
________
and the following licensee (the “Licensee”):
________, a ________
________
The Licensor and the Licensee are each referred to in this Agreement individually as a “Party” and collectively as the “Parties.” All references to the Licensee and the Licensor in this Agreement shall include, where relevant, the respective Parties’ parent companies, affiliates, and subsidiaries.
WHEREAS, the Licensor is the sole and exclusive owner of all right, title, and interest in and to the Licensed Property (as defined below); and
WHEREAS, the Licensee desires to obtain, and the Licensor desires to grant, a license to use the Licensed Property upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. DEFINITIONS AND GRANT OF LICENSE
1.1. The Licensor owns the following property, including all copyrights and other intellectual property rights therein (the “Licensed Property” or “Authored Work”):
________
1.2. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee an exclusive, non-transferable license to use, reproduce, publicly display, and distribute the Authored Work solely within the Territory (as defined in Section 1.7) and solely for the purposes expressly set forth in this Agreement.
1.3. The license granted herein is limited to the rights expressly stated in this Agreement. Any use of the Authored Work for any purpose not directly related to the rights granted herein shall require the prior express written permission of the Licensor and may be subject to the payment of additional fees, unless otherwise agreed in writing.
1.4. The Licensee may exercise the rights granted under this Agreement in such manner as the Licensee deems appropriate, provided that all such use remains within the scope and limitations of this Agreement and complies with all applicable laws.
1.5. The Licensor retains all right, title, ownership, and interest in and to the Authored Work, including, without limitation, all copyrights registered or registrable under the United States Copyright Act, 17 U.S.C. § 101 et seq. Except as expressly provided herein, no right, title, or interest in or to the Authored Work is transferred to the Licensee.
1.6. To the extent the Licensee creates any derivative works of the Authored Work, the Licensee hereby irrevocably assigns to the Licensor all right, title, and interest in and to such derivative works, and agrees to execute any further documents reasonably necessary to perfect such assignment.
1.7. This grant of license applies only within the following geographic territory (the “Territory”):
________
1.8. The term of the license granted under this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with § 10.
§ 2. ROYALTY PAYMENTS
2.1. In consideration of the license granted herein, the Licensee shall pay to the Licensor a royalty consisting of a one-time flat payment in the amount of $________ (________ Dollars), payable in full at the time the Licensor grants the license to the Authored Work to the Licensee.
2.2. All payments under this Agreement are exclusive of any applicable sales, use, or similar taxes, which shall be the responsibility of the Licensee, except for taxes assessed on the Licensor’s net income.
2.3. Any payment not made when due shall bear interest at the lesser of ________% per annum or the maximum rate permitted by applicable law, accruing from the due date until paid in full.
§ 3. MODIFICATIONS
3.1. The Licensee may make modifications to the Authored Work without prior approval of the Licensor, provided that all such modifications shall be deemed derivative works subject to § 1.6 and shall not impair or diminish the Licensor’s ownership rights in the underlying Authored Work.
§ 4. DEFAULT AND CURE
4.1. If the Licensee fails to perform any of its obligations under this Agreement, including, without limitation, the obligation to make any royalty payment when due, the Licensor shall have the option to terminate this Agreement upon thirty (30) days’ prior written notice to the Licensee.
4.2. The Licensee may prevent such termination by curing the default prior to the expiration of the thirty (30) day notice period, provided that no other default exists during such period.
§ 5. CONFIDENTIAL INFORMATION
5.1. The term “Confidential Information” means any information or materials that are proprietary to the Licensor, whether or not owned or developed by the Licensor, which the Licensee may obtain through any direct or indirect contact with the Licensor or the Authored Work.
5.3. Confidential Information does not include the following:
(a) matters of public knowledge that result other than from disclosure by the Licensee in breach of this Agreement;
(b) information rightfully received by the Licensee from a third party without a duty of confidentiality;
(c) information independently developed by the Licensee without use of or reference to the Confidential Information;
(d) information required to be disclosed by operation of law, court order, or governmental authority, provided that the Licensee gives the Licensor prompt prior written notice (to the extent legally permitted) and reasonable cooperation to seek a protective order;
(e) information disclosed by the Licensee with the prior written consent of the Licensor; and
(f) any other information that both Parties agree in writing is not confidential.
§ 6. PROTECTION OF CONFIDENTIAL INFORMATION
6.1. The Licensee understands and acknowledges that the Confidential Information has been developed or obtained by the Licensor through the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Licensor which provides the Licensor with a significant competitive advantage and which must be protected from improper disclosure.
6.2. In consideration of the receipt by the Licensee of any Confidential Information, the Licensee agrees as follows:
(a) No Disclosure. The Licensee will hold the Confidential Information in strict confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Licensor.
(b) No Copying or Modifying. The Licensee will not copy or modify any Confidential Information without the prior written consent of the Licensor, except as expressly permitted under this Agreement.
(c) Unauthorized Use. The Licensee shall promptly advise the Licensor if the Licensee becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
(d) Application to Employees. The Licensee shall not disclose any Confidential Information to any employee of the Licensee except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each such employee shall, at the request of the Licensor, sign a non-disclosure agreement substantially the same as the obligations set forth in this Agreement.
§ 7. LICENSE BACK TO LICENSOR
7.1. As of the Effective Date, the Licensee grants back to the Licensor a non-exclusive, royalty-free, perpetual license to use the Authored Work as the Licensor sees fit, including for the creation of derivative works.
7.2. The license back granted under this § 7 shall not limit the Licensee’s rights, or any public rights, under this Agreement.
§ 8. WARRANTIES AND LIMITATION OF LIABILITY
8.1. Except as expressly set forth herein, neither Party makes any warranty, express or implied, 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 Authored Work “AS IS,” WITH ALL FAULTS. THE LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
8.2. The Licensor represents and warrants that it has the full right, power, and authority to enter into this Agreement and to grant the rights granted herein.
8.3. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT ARE IN ANY WAY RELATED TO THE LICENSEE’S USE OF THE AUTHORED WORK, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
§ 9. ASSIGNMENT AND TRANSFER OF RIGHTS
9.1. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
9.2. Neither Party shall have the right to assign its interests in this Agreement to any other party without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any attempted assignment in violation of this Section shall be null and void.
§ 10. TERM AND TERMINATION
10.1. This Agreement may be terminated by either Party upon thirty (30) days’ prior written notice to the other Party.
10.2. Unless earlier terminated in accordance with its terms, this Agreement shall automatically terminate on ________.
10.3. Upon termination or expiration of this Agreement, the Licensee shall cease all use of the Authored Work and shall promptly return or destroy all Confidential Information in its possession or control. The provisions of § 5, § 6, § 8, § 12, § 15, and § 16 shall survive any termination or expiration of this Agreement.
§ 11. ENTIRE AGREEMENT
11.1. This Agreement contains the entire agreement between the Parties regarding the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written, with respect to such subject matter.
§ 12. SEVERABILITY
12.1. The Parties have attempted to limit any restrictive provisions of this Agreement so that they apply only to the extent necessary to protect the legitimate business and property interests of the Parties.
12.2. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect.
12.3. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
§ 13. AMENDMENT
13.1. This Agreement may be modified or amended only by a written instrument that is signed by both Parties.
§ 14. WAIVER OF CONTRACTUAL RIGHT
14.1. 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. No waiver shall be effective unless in writing and signed by the Party against whom enforcement is sought.
§ 15. NOTICES
15.1. All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier, or sent by certified or registered mail (return receipt requested, postage prepaid) to the address of the receiving Party first set forth above, or to such other address as a Party may designate by written notice.
§ 16. GOVERNING LAW AND VENUE
16.1. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict-of-laws principles, and, with respect to copyright matters, the applicable federal laws of the United States.
16.2. The Parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in ________ for the resolution of any dispute arising out of or relating to this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
________________________________________
Signature of ________, Licensor
By: ________
Title: ________
________________________________________
Date
________________________________________
Signature of ________, Licensee
By: ________
Title: ________
________________________________________
Date
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