License Agreement Template
Created by:
[Sender.FirstName][Sender.LastName][Sender.Company]
Prepared for:
[Client.FirstName][Client.LastName][Client.Company]
For use of (Description of what is being licensed).
This License Agreement (this “Agreement” of this “LicenseAgreement”) is made and effective as of May 12 (the “Commencement Date”) by and between [Sender.Company], a company organized and existing in the United States, with a registered address at 7 Whitemarsh St. Ontario, CA 91762 (“Licensor”) and [Client.Company], a company organized and existing in the United States, with a registered address at 80 Argyle Drive Cupertino, CA 95014 (“Licensee”).
WHEREAS:
Licensee wishes to obtain a license to use of product (hereinafter, the “Asset”), and
Licensor is willing to grant to the Licensee a non-exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement,
NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows:
1. Definitions
1.1 “Agreement” means this License Agreement, including the attached Schedule.
1.2 “Confidential Information” means information that:
is by its nature confidential;
is designated in writing by Licensor as confidential;
the Licensee knows or reasonably ought to know is confidential;
Information contained in or relating to any Intellectual Property Rights of Licensor.
1.3 “Asset” means the Asset provided by the Licensor as specified in Item 6 of the Schedule (Exhibit A) in the form as stated in Item 7 of the Schedule (Exhibit A).
1.4 “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know-how (trade secrets), and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in Clause 5.
1.5 “Party” means a person or business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule.
1.6 “Term” means the term of this Agreement commencing on the Commencement Date as specified in Item 4 of the Schedule (Exhibit A) and expiring on the Expiration Date specified in Item 5 of the Schedule.
2. License Grant
2.1 Licensor grants to the Licensee a non-exclusive, non-transferable License for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement.
3. Charges
3.1 In consideration of the Licensor providing the License under Clause 2 of this License Agreement, the Licensee agrees to pay the Licensor the amount of the License Charge as specified in Item 9 of the Schedule.
4. Licensee's Obligations
4.1 The Licensee cannot use the Asset for purposes other than as specified in this Agreement and in Item 8 of the Schedule.
4.2 The Licensee may permit its employees to use the Asset for the purposes described in Item 8, provided that the Licensee takes all necessary steps and imposes the required conditions to ensure that all employees using the Asset do not commercialize or disclose the contents of it to any third person, or use it other than in accordance with the terms of this Agreement.
4.3 The Licensee will not distribute, sell, license or sub-license, let, trade or expose for sale the Asset to a third party.
4.4 No copies of the Asset are to be made other than as expressly approved by Licensor.
4.5 No changes to the Asset or its content may be made by Licensee.
4.6 The Licensee will provide technical and security measures to ensure that the Asset which the Licensee is responsible for is physically and electronically secure from unauthorized use or access.
4.7 Licensee shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.
5. Intellectual Property Rights
5.1 All Intellectual Property Rights over and with respect to the Asset are owned by Licensor. The Licensee does not acquire any rights of ownership of the Asset.
6. Limitation of Liability
6.1 The Licensee acknowledges and agrees that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees; and Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.
7. Confidentiality
7.1 Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.
7.2 Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:
is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or
was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.
7.3 This clause (Clause 7) will survive termination of this Agreement.
8. Disclaimers & Release
8.1 To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence), which may be directly or indirectly suffered in connection with any use of the Asset.
8.2 The Asset is provided by Licensor on an “as is” basis.
8.3 Licensor will not be held liable by the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Asset or any part thereof.
8.4 Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages, or loss which may arise from the modification, combination, operation, or use of the Asset with Licensee’s computer programs.
8.5 Licensor does not warrant that the Asset will function in any environment.
8.6 The Licensee acknowledges that:
The Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and
It is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.
8.7 To the extent permitted by law, no express or implied warranty, term, condition, or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose.
9. Indemnification
9.1 The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees, and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees), and damages (including indirect or consequential loss) resulting in any way from:
Licensee’s and Licensee’s employee’s use or reliance on the Asset,
any breach of the terms of this License Agreement by the Licensee or any Licensee employee, and
any other act of Licensee.
9.2 This clause (Clause 9) will survive termination of this Agreement.
10. Waiver
10.1 Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.
11. Governing Law
11.1 This Agreement will be construed by and governed in accordance with the laws of [Sender.StreetAddress], [Sender.City], [Sender.PostalCode]. The Parties submit to the exclusive jurisdiction of the courts of [Sender.State].
13. License Fee
13.1 In consideration for the License grant described in this License Agreement, Licensee shall pay the yearly License fee as stated in Item 9 of the Schedule (Exhibit A) immediately upon execution of this Agreement and upon each anniversary date of this Agreement.
13.2 The License fee and any other amounts payable by the Licensee to the Licensor, under this Agreement, are exclusive of any and all foreign and domestic taxes, which, if applicable, will be invoiced to Licensee and paid by Licensee within 30 days of such invoice.
14. Assignment
14.1 Licensee shall not assign any rights of this License Agreement without the prior written consent of Licensor.
15. Notices
15.1 All notices required under this Agreement shall be in writing and shall be deemed given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid. All notices given by either Party must be sent to the address of the other as written above (unless otherwise changed by written notice).
16. Counterparts
16.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be original and all of which taken together shall constitute one instrument.
17. Severability
17.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable, and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.
18. Term
18.1 Licensor and Licensee both agree that the contract will continue in full effect from the date of signing till the time period of (X) years. After this period, if either party wishes to renew the contract, they will have to create a separate contract with renegotiated terms and conditions.
19. Modification in Writing
19.1 If either party wishes to see any changes, revisions or modifications to the current agreement, they must let the other party know about it through writing. Only if the other party agrees to their proposal, then a modification in the contract can be made.
19.2 Once signed, all revised terms and conditions of the contract will be enforceable.
20. License Purpose
20.1 [Sender.Company] and [Client.Company] both understand that this agreement, which allows the use of the License, has been untaken for commercial purposes. Both parties wish to earn a profit from this partnership.
20.2 If either party wishes to use this license for any other intended use except to earn profits, then this should be communicated with (and agreed upon) by the other party.
21. Company Audits
21.1 Licensee understands that Licensor may conduct company-wise audits per its discretion. Unless otherwise stated herein, an unbiased third party will be involved to ensure that all processes run smoothly, and the financials submitted to the Licensor are indeed true. The Licensee agrees to show full cooperation during the time when any audit is conducted.
23. Late Payments
23.1 Late payments from the Licensee may result in a late fee, which would be no more than 10% of the total payment, and accrues and compounds monthly. (For example, if the Licensee sends a payment that is two months late, a 20% late fee will be applied.)
24. Compliance with Law
24.1 Licensee and Licensor both agree that they will abide by the rules of the law and will operate reasonably, ethically and, above all, legally. Each party will be liable on their end for staying compliant with the law.
25. Settlement and Disputes
25.1 If the Licensor and Licensee enter into any disputes, they shall try to remedy the situation amicably, possibly with the help of a mediator or an unbiased party, in an attempt to reach a settlement. Failing to reach a settlement, they may seek legal recourse in a court of law in, [Sender.StreetAddress], [Sender.City], [Sender.State], [Sender.PostalCode].
26. Insurance
26.1 The Licensee agrees to bear all costs of insurance that will be required when running a business under the Licensor’s brand name.
27. Breach
27.1 If either the Licensor or the Licensee is found to be in breach of the contract, through any Clause, such as insurance, confidentiality, or quality assurance, their contract may be terminated, with or without notice.
28. Cooperation
28.1 As part of the Licensor’s branding or marketing efforts, they may change their strategy momentarily. If Licensor’s business takes on a new direction, they may be required to make a company-wide change.
28.2 The Licensee agrees to show cooperation during all such changes. If any offers or products launch, they’ll need to participate in the promotional activities. If business decisions may ask for a change in aesthetics (such as property), the Licensee agrees to go through with these changes if the Licensor partially or fully reimburses Licensee the cost of such changes.
Exhibit A
Schedule
Item 1 – License Agreement
THE LICENSE AGREEMENT OF WHICH THIS SCHEDULE FORMS A PART IS DATED AS OF (Date) AND IS BY AND BETWEEN THE PARTIES REFERENCED IN ITEM 2 BELOW.
Item 2 – Name and Address of Licensor and Licensee
Licensor:[Sender.Company], a company organized and existing in [Sender.Country], with a registered address at [Sender.StreetAddress][Sender.State] [Sender.City][Sender.PostalCode]
Licensee:[Client. Company], a company organized and existing in [Client.Country]with a registered address at [Client.StreetAddress][Client.State][Client.City][Client.PostalCode]
Item 3 – Other License Terms
Item 4 – Commencement Date
Item 5 – Expiration Date
Item 6 – Description of Asset
Item 7 – Format of Asset
Item 8 – Approved Purpose
Item 9 – License Fee
