License Agreement Template: Royalties, Term & IP Rights

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License Agreement

This License Agreement (“Agreement”) is entered into on [Date], by and between:

• Licensor: [Company Name], [Address].

• Licensee: [Company Name], [Address].

1. Grant of License

Licensor grants to Licensee a [non-exclusive / exclusive], [revocable / irrevocable], [transferable / non-transferable] license to use the [Software, Technology, Brand, etc.] described in Exhibit A.

2. Scope of Use

2.1 Permitted Use

Detail how Licensee may use the licensed material (install on servers, manufacture products, etc.).

2.2 Territory and Term

This license is valid within [Territory], for a duration of [Term in years or indefinite], subject to termination conditions.

3. License Fees and Royalties

• Initial license fee: [Amount].

• Ongoing royalties: [Percentage or fixed fee per unit sold], payable [monthly/quarterly].

• Reporting obligations on sales volume or usage.

4. Ownership and IP Rights

• All intellectual property rights remain with Licensor.

• Any improvements made by Licensee may revert to Licensor (optional clause).

5. Confidentiality

Both Parties must protect any proprietary information gained through this Agreement.

6. Warranty and Liability

• Licensor warrants it has the right to license the IP.

• Liability limitation: [Specify disclaimers and maximum liability if any].

7. Termination

Either Party may terminate for breach after [X days]’ notice to cure. Upon termination, Licensee must cease use and return or destroy licensed materials.

8. Governing Law

This Agreement is governed by the laws of [State/Country]. Disputes will be settled by [court or arbitration forum].

Signatures

Licensor: ______________________________ Date: __________

Name/Title: ___________________________

Licensee: ______________________________ Date: __________

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License Agreement Template: Royalties, Term & IP Rights

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Reviewed July 2026 Free download, PDF & DOCX

What is a license agreement?

A license agreement is a legal contract that grants one party permission to use another party’s intellectual property — such as software, trademarks, patents, or copyrighted materials — under clearly defined terms and conditions.

Why do you need a license agreement?

It ensures that usage rights, scope, and restrictions are legally established, protects intellectual property from unauthorized use, and outlines payment arrangements such as royalties. This helps prevent disputes and safeguard ownership rights.

When should I use a license agreement?

Use a license agreement whenever you allow another party to use your intellectual property, technology, or creative works. It is essential in software distribution, brand licensing, franchising, or technology sharing.

How to write a license agreement?

Specify the licensed materials, scope of permitted use, territory, duration, royalty or payment terms, renewal and termination conditions, and any restrictions. Ensure it is signed by all parties to make it legally enforceable.

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