The License Agreement: Elements, boilerplate template, and optional clauses
What is a License Agreement?
What are the elements of a typical License Agreement?
- Parties: The names and addresses of the licensor (owner of the intellectual property being licensed) and the licensee (the party receiving the license).
- Grant of License: A statement outlining the specific intellectual property being licensed, and the rights and limitations associated with the license.
- Term: The duration of the license, including any renewal or termination provisions.
- Fees and Royalties: The amount and method of payment for the license, including any royalties or other payments due to the licensor.
- Intellectual Property Ownership: A statement clarifying that the licensor retains ownership of the intellectual property being licensed.
- Representations and Warranties: Any warranties or representations made by the licensor regarding the intellectual property, including its legality and originality.
- Confidentiality: A clause outlining the confidentiality obligations of both parties with respect to the licensed intellectual property.
- Limitation of Liability: A disclaimer of liability for any damages arising out of the use or misuse of the licensed intellectual property.
- Indemnification: A clause requiring the licensee to indemnify the licensor for any damages or losses resulting from the licensee’s use of the intellectual property.
- Governing Law and Jurisdiction: A statement identifying the governing law and jurisdiction for any disputes arising under the license agreement.
- Termination: A statement outlining the circumstances under which either party may terminate the license agreement.
- Assignability: A clause outlining whether and under what circumstances the license agreement can be assigned or transferred to a third party.
- Notice: The contact information for each party and any requirements for providing notice or other communication.
These elements will vary depending on the specific intellectual property being licensed, as well as the terms and conditions agreed upon by the parties. It’s always a good idea to consult with a lawyer to ensure that the license agreement is comprehensive and legally binding.
This boilerplate License Agreement template is available at SimpleSignRequest.com
This License Agreement (Agreement) is made and entered into as of [Effective Date] by and between [Licensor] (Licensor) and [Licensee] (Licensee).
- Grant of License.
Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use [software product or service being licensed] the “Licensed Material” in accordance with the terms and conditions of this Agreement.
The license granted hereunder shall commence on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
In consideration for the license granted herein, Licensee shall pay to Licensor the fees specified in [Appendix A].
Licensor shall retain all right, title, and interest in and to the Licensed Material, including without limitation all intellectual property rights therein.
Licensee shall not: (a) copy, reproduce, or distribute the Licensed Material; (b) modify, adapt, or create derivative works of the Licensed Material; (c) reverse engineer, decompile, or disassemble the Licensed Material; or (d) sublicense, sell, or otherwise transfer the Licensed Material to any third party.
Licensor may terminate this Agreement immediately upon notice to Licensee if Licensee breaches any material term or condition of this Agreement. Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Material and return or destroy all copies of the Licensed Material in its possession.
- Disclaimer of Warranties.
The Licensed Material is provided “AS IS” without warranty of any kind, either express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement.
- Limitation of Liability.
In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement or the use of the Licensed Material.
- Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law provisions.
- Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.
By signing below, the parties agree to the terms and conditions of this Agreement.
Licensor By: [Licensor_SIGNATURE] Name: [Licensor_NAME] Title: [Licensor_TITLE]
Licensee By: [Licensee_SIGNATURE] Name: [Licensee_NAME] Title: [Licensee_TITLE]
[Appendix A Fee Schedule]
What are some optional clauses that might be included in a License Agreement?
- Maintenance and Support: This clause outlines the maintenance and support services the Licensor will provide to the Licensee, including any fees associated with such services.
- Upgrades and Updates: This clause outlines the Licensor’s obligations to provide upgrades and updates to the Licensed Material and the terms and conditions under which such upgrades and updates will be provided.
- Warranty and Limitation of Liability: This clause outlines the Licensor’s warranties and limitations of liability for any damages or losses suffered by the Licensee as a result of using the Licensed Material.
- Confidentiality: This clause outlines the obligations of the Licensee to keep confidential any information related to the Licensed Material and to not disclose such information to any third parties.
- Intellectual Property Indemnification: This clause provides protection to the Licensee against any claims of infringement of third-party intellectual property rights related to the Licensed Material.
- Termination for Convenience: This clause allows either party to terminate the agreement for any reason upon a specified notice period.
- Termination for Cause: This clause outlines the grounds on which either party may terminate the agreement immediately, such as a breach of the terms and conditions of the agreement.
- Choice of Law and Jurisdiction: This clause outlines the choice of law and jurisdiction governing the agreement in the event of any disputes.
- Assignment and Transfer: This clause outlines the conditions under which the Licensee may assign or transfer the license to the Licensed Material to a third party.
- Governing Language: This clause specifies the language of the agreement, which is typically the language in which the negotiations and communications leading up to the agreement were conducted.