[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-consent-to-sub-license-D866":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"CONSENT TO SUB-LICENSE This Consent to Sub-License (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SUB-LICENSEE NAME] (the \"Sub-Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] EXECUTION COPY WHEREAS [YOUR COMPANY NAME] as licensor and [LICENSEE NAME] as Licensee, have entered into a License Agreement dated as of [DATE], pursuant to which [YOUR COMPANY NAME] has licensed [DESCRIBE SCOPE OF LICENSE] to Licensee; WHEREAS [LICENSEE NAME] has sub-licensed to [SUB-LICENSEE], a [NATIONALITY] entity the following interests: (i) [DESCRIBE WHAT IS BEING SUB-LICENSED] WHEREAS [LICENSEE NAME] and [SUB-LICENSEE] wish to document [YOUR COMPANY NAME]'s consent to such sub-license; NOW THEREFORE, the parties hereto acknowledge that: 1",null,"Consent to Sub-License","2",38,"doc","https://templates.business-in-a-box.com/imgs/1000px/consent-to-sub-license-D866.png","https://templates.business-in-a-box.com/imgs/250px/866.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#866.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":17,"url":18},"consent to sub license","Consent to Sub-License Template","https://templates.business-in-a-box.com/imgs/400px/866.png","https://templates.business-in-a-box.com/imgs/600px/866.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":17,"url":18},{"label":32,"url":33},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[35,39,43,47,51,55,59,63,67,71,75,79,83,100,114,129,145,162],{"label":36,"url":37,"thumb":38,"extension":10},"Consent Letter","/template/consent-letter-D13633","https://templates.business-in-a-box.com/imgs/250px/13633.png",{"label":40,"url":41,"thumb":42,"extension":10},"Polygraph Consent","/template/polygraph-consent-D725","https://templates.business-in-a-box.com/imgs/250px/725.png",{"label":44,"url":45,"thumb":46,"extension":10},"Waiver and Consent","/template/waiver-and-consent-D927","https://templates.business-in-a-box.com/imgs/250px/927.png",{"label":48,"url":49,"thumb":50,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":52,"url":53,"thumb":54,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"label":56,"url":57,"thumb":58,"extension":10},"Media Consent Form","/template/media-consent-form-D12885","https://templates.business-in-a-box.com/imgs/250px/12885.png",{"label":60,"url":61,"thumb":62,"extension":10},"Physical Exam Consent","/template/physical-exam-consent-D553","https://templates.business-in-a-box.com/imgs/250px/553.png",{"label":64,"url":65,"thumb":66,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":68,"url":69,"thumb":70,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":72,"url":73,"thumb":74,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":76,"url":77,"thumb":78,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":80,"url":81,"thumb":82,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":87,"extension":10,"preview":88,"thumb":89,"svgFrame":90,"seoMetadata":91,"parents":92,"keywords":98,"url":99},"ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS This Assignment of Intellectual Property Rights (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (The \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [Supplier NAME] (The \"Supplier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [SPECIFY] (the \"[SPECIFY] Agreement\"), and WHEREAS Definitions Where a term does not appear in the Agreement, the definition below shall have no application. In the event of conflict between the definition of a term in the Agreement and the definition stated below, the definition below shall govern. \"Affiliate\" means, with respect to any Party, any other Person which is affiliated with such Party, and for the purposes hereof: [NUMBER] Persons will be considered to be affiliated with one another if [NUMBER] of them controls the other, or if both of them are controlled by a common third party; [NUMBER] Person will be considered to control another Person if it has the power to direct or cause the direction of the management and policies of the other Person, whether directly or indirectly, through [NUMBER] or more intermediaries or otherwise, and whether by virtue of the ownership of shares or other equity interests, the holding of voting rights or contractual rights, or otherwise; and in the case of Company, \"Affiliate\" shall include [SPECIFY COMPANY NAME]. \"Agreement\" means this Agreement and all Specific Terms, Schedules or Documents attached thereto, which have been agreed to by the Parties from time to time. \"Company\" means the [YOUR COMPANY] and each of its Affiliates and Subsidiaries. \"Business Day\" means any day other than a Saturday, Sunday or [COUNTRY] statutory holiday. \"Encumbrance\" includes a mortgage, charge, pledge, hypothec, lien or security interest of any kind. \"Fees\" means Fees paid to Supplier under the [SPECIFY] Agreement. \"Infringement Claim\" means all notices, demands, claims, actions, proceedings, suits, judgments, orders and awards of any kind which allege or adjudicate that: a) any conception, design, manufacture, assembly, testing, repair, use, sale, licensing, offer for sale or for license, importation, exportation or any distribution or offer for distribution of any Design(s); or b) any conception, design, use, practice, delivery, licensing, offer for delivery or for license, or any distribution or offer for distribution of any Service(s); or c) any inducing, procuring, contributing, authorizing, aiding or abetting in relation to any of the acts set out in a) or b) above; whether in [COUNTRY] or abroad, directly or indirectly infringes, violates or misappropriates any Intellectual Property Right. \"Intellectual Property Right\" means any right in or to a [COUNTRY] or foreign patent, patent application, utility model, inventor's certificate, copyright, moral right, trade-mark, trade name, service mark, trade secret, know-how, confidential information, mask work or integrated circuit topography, industrial design or other intellectual property right of any kind, whether or not registered or registerable. \"Modification\" includes any translation, abridgment, condensation, revision, correction, improvement, enhancement, customization, expansion, addition, Update, Upgrade or other modification to a Design. \"Party\" or \"Parties\" means SUPLIER or the Company, or SUPLIER and the Company collectively as the context requires. \"Person\" or \"person\" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, government or any agency or instrumentality thereof or any other entity recognized by law. \"Subsidiary\" shall have the meaning ascribed to it under the [SPECIFY ACT], as amended. \"Use\" means any act which, would constitute exercise of an Intellectual Property Right including, without limitation, to exploit commercially, modify, copy, translate, create derivative works, sublicense and distribute. Assignement Assignment In consideration of the Payment, by Company, of the Fees, the sufficiency and receipt of which is hereby acknowledges by Supplier, Supplier hereby expressly and irrevocably assigns and transfers to Company all rights, including, without limitation, all Intellectual Property Rights, in and to the design attached as Exhibit [SPECIFY] hereto (the \"Design\") performed by Supplier pursuant to this Agreement. Waiver of Moral Rights Supplier hereby expressly and irrevocably waives, and represents that it has obtained from any employee or any other person who has provided services to or on behalf of Supplier in respect of the Design and will obtain from any other person who will provide services to or on behalf of Supplier in relation to the Design provided to Company by Supplier under this Agreement, an express and irrevocable waiver in favor of Company of, any and all moral rights arising under the Copyright Act ([TERRITORY/COUNTRY]) as amended (or any successor legislation of similar force and effect) or under similar legislation in other jurisdictions or at common law that Supplier and such persons, as authors, have with respect to the Design(s), including, without limitation, the right to attribution of authorship, the right to restrain any distortion, mutilation or other modification of the work and the right to prohibit any use of the work in association with a Design, service, cause or institution that might be prejudicial to such individuals' honor or reputation. Intellectual Property Rights. For greater certainty, but without otherwise limiting these Specific Terms: Company shall have the right to protect, or seek any protection of, Intellectual Property Rights in and to the Design; Supplier hereby agrees that it shall not: use or claim any Intellectual Property Rights in the Design; or produce any other design which is substantially similar to the Design developed for Company pursuant to this Agreement; and Company, and any person authorized by Company, shall be exclusively entitled to Use the Design, or any part or parts thereof, without any restriction, Term The term of this Agreement, including the assignment and waiver made hereunder, shall be deemed to have been made and to have come into force and effect as of the Effective Date set forth at the beginning of this Agreement. Representations and Warranties Supplier represents and warrants to Company, and acknowledges Company's reliance upon such representations and warranties, that: Supplier has all rights, power and authority required in order to enter into and perform its obligations under this Agreement and to grant the Intellectual Property Rights in the Design free and clear of all encumbrances, in accordance with this Agreement; There is no requirement for Supplier representative to obtain any other authorization, consent or approval from Supplier as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement.","Assignment of Intellectual Property Rights","6",62,"https://templates.business-in-a-box.com/imgs/1000px/assignment-of-intellectual-property-rights-D5206.png","https://templates.business-in-a-box.com/imgs/250px/5206.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5206.xml",{"title":6,"description":6},[93,95],{"label":17,"url":94},"business-legal-agreements",{"label":96,"url":97},"Transfer & Assignment Agreements","transfer-assignment-agreement","assignment intellectual property rights","/template/assignment-of-intellectual-property-rights-D5206",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":113},"MASTER FRANCHISE AGREEMENT This Master Franchise Agreement (\"Agreement\") is made and effective this [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SUB-FRANCHISOR NAME] (the \"Sub-franchisor\"), an individual with his main address located at OR a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Company and certain of its Affiliates own and operate certain proprietary and other property rights and interests of [FRANCHISE NAME] throughout [COUNTRY] which, among other things, rent, sell and market [PRODUCT/SERVICE] to the [GENERAL PUBLIC OR COPORATIONS OR GOVERNMENT]; and WHEREAS, Company and certain of its Affiliates acquire, produce, license market and sell [PRODUCT/SERVICE]; and WHEREAS, Company's processes, trade secrets and procedures for the operation of [FRANCHISED BUSINESS], including advertising, sales techniques, materials, signs, exterior decoration and decor, personnel management and control systems, bookkeeping and accounting methods, and in general, a style, system and method of business operation developed through and by reason of its prior business experience (the \"System\"). WHEREAS, Company desires to expand and develop the Franchised Business, and seeks a Master Franchisee who will open and operate, or procure and assist Sub-franchisee s (\"Sub-franchisees\") to open and operate, numerous [FRANCHISE NAME] conducting business under the Trademarks and System within the Development Area, as defined herein. WHEREAS, Sub-franchisor desires to build and operate [FRANCHISE NAME], and procure, qualify, train and assist Sub-franchisees to build and operate [FRANCHISED BUSINESS], and Company desires to grant to Sub-franchisor the right to build and operate, and procure, qualify, train and assist the Sub-franchisees to build and operate, [FRANCHISED BUSINESS] in accordance with the terms and upon the conditions contained in this Agreement. NOW, THEREFORE, based on the above premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows: GRANT OF MASTER FRANCHISE Company hereby grants to Sub-franchisor, and Sub-franchisor hereby accepts, the right during the Term to open and operate [FRANCHISED BUSINESS], and to procure, screen, qualify, train and assist Sub-franchisees to open and operate [FRANCHISED BUSINESS], in the Development Area more fully described in Exhibit \"A\" which is annexed hereto and by this reference made a part hereof, upon the terms and subject to the conditions of this Agreement. AGREEMENT TERM The term of this Agreement shall be for the period (the \"Term\"), commencing as of the date of this Agreement. Each year of the Term, as measured from the date of this Agreement, is a \"Contract Year.\" 2.1 Additional Development If Company shall determine that further development of the Development Area following the Term is desirable, Company shall notify Sub-franchisor in writing at least [NUMBER OF MONTHS] prior to the expiration of the Term, of Company's intention to develop additional [FRANCHISED BUSINESSES] in the Development Area and deliver a plan for such development over a five-year-period. Subject to the conditions set forth in Section 2.2 of this Agreement, Sub-franchisor shall have a prior right to undertake the additional development which Company shall have set forth in its notice to Sub-franchisor, which right of additional development shall be exercised only in accordance with Section 2.3. Such right of additional development by Sub-franchisor shall arise upon the expiration of each successive Master Franchise agreement between Company and Sub-franchisor for so long as Company concludes that development of additional [FRANCHISED BUSINESSES] is commercially appropriate in the Development Area. Subject to the rights of first refusal set forth in subparagraph (a) below, if such right of additional development is not exercised by Sub-franchisor, Company or its nominee(s) may construct, equip, open and operate additional [FRANCHISED BUSINESSES] in the Development Area upon the expiration of the Term. If Company shall have notified Sub-franchisor prior to the expiration of the Term that further development of the Development Area is not then desirable, Company's right to construct, equip, open and operate additional [FRANCHISED BUSINESSES] in the Development Area, or to license any third party to do so, shall be subject to the Sub-franchisor's right of first refusal with respect thereto, which shall be exercised, if at all, in the following manner: In the case any additional [FRANCHISED BUSINESSES] are to be developed by the Company, Company shall serve upon Sub-franchisor a written notice setting forth the proposed location of the [FRANCHISED BUSINESS], and two (2) copies of the Company's then current form of Franchise Agreement. Sub-franchisor shall have thirty (30) days following Company's service of such notice within which to enter into a lease for the Location and to execute and return both copies of the Franchise Agreement to Company in the manner described in Section 5.4 below, together with the franchise fee payable with respect thereto. If Sub-franchisor shall fail to exercise its said right of first refusal, as aforesaid, Company may thereafter open [FRANCHISED BUSINESS] at such location. With respect to any proposed area development agreement (pursuant to which the Company grants the right to open, but not sub-franchise, two (2) or more Franchises within a defined development area), or Master Franchise agreement (pursuant to which the Company grants the right to open, or sub-franchise others to open, two (2) or more Franchises within a defined development area), Company shall serve upon Sub-franchisor a written notice of its intention to enter into such agreement, together with two copies of the proposed area development or Master Franchise agreement, as applicable. Sub-franchisee shall have the right, thirty (30) days following the Company's service of such notice, to execute and return to Company both copies of the proposed area development or Master Franchise agreement, together with any fees payable to Company pursuant to the terms thereof. If Sub-franchisor has satisfied the conditions described in Section 2.2, Company shall execute and return one (1) copy of the area development or Master Franchise agreement to Sub-franchisor. If Sub-franchisor fails to exercise its right of first refusal as aforesaid or fails to satisfy the conditions described in Section 2.3, Company may thereafter enter into an area development or Master Franchise agreement, with such third party. (iii) The Sub-franchisor's rights of first refusal described herein shall be effective only if, and for so long as, a management agreement is in effect between Company and Sub-franchisor pursuant to Section 6.5 below. 2.2 Exercise of Right of Additional Development At the time Company delivers to Sub-franchisor Company's written notice of its intention to undertake additional development in the Development Area, Company shall also deliver to Sub-franchisor two copies of the then-current Master Franchise agreement. The new Master Franchise agreement, which may vary substantially from this Agreement, will reflect Sub-franchisor's new development obligation consistent with Company's plan for additional development set forth in its notice to Sub-franchisor. Within thirty (30) days after Sub-franchisor's receipt of the new Master Franchise agreement, Sub-franchisor shall execute two copies of the Master Franchise agreement and return them to Company. If Sub-franchisor has so executed and returned the copies and has satisfied the conditions set forth in Section 4","Master Franchise Agreement","24",513,"https://templates.business-in-a-box.com/imgs/1000px/master-franchise-agreement-D892.png","https://templates.business-in-a-box.com/imgs/250px/892.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#892.xml",{"title":109,"description":6},"master franchise agreement",[111,112],{"label":17,"url":94},{"label":17,"url":94},"/template/master-franchise-agreement-D892",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":104,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":128},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":122,"description":6},"non disclosure agreement nda",[124,125],{"label":17,"url":94},{"label":126,"url":127},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":133,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":138,"keywords":143,"url":144},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[139,142],{"label":140,"url":141},"Software & Technology","software-technology-business",{"label":140,"url":141},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":104,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":161},"INTELLECTUAL PROPERTY INFRINGEMENT REPORTING POLICY INTRODUCTION The Intellectual Property Infringement Reporting Policy of [COMPANY NAME] outlines our commitment to protecting intellectual property rights and preventing infringement within our organization. This Policy defines the procedures for reporting potential intellectual property infringements and establishes our dedication to addressing such matters promptly and responsibly. PURPOSE The purpose of this Policy is to: Define [COMPANY NAME]'s stance on intellectual property protection and infringement prevention. Establish a clear process for employees and stakeholders to report potential intellectual property infringements. Ensure that reported infringements are investigated and addressed in accordance with applicable laws and regulations. DEFINITIONS Intellectual Property (IP): Creations of the mind, including inventions, patents, trademarks, copyrights, trade secrets, and other intangible assets. Intellectual Property Infringement: Unauthorized use, reproduction, distribution, or exploitation of IP belonging to another party, which may include patents, trademarks, copyrights, or trade secrets. REPORTING INTELLECTUAL PROPERTY INFRINGEMENT [COMPANY NAME] encourages all employees, contractors, vendors, and stakeholders to report any suspected intellectual property infringement promptly. Reports may include, but are not limited to: Infringement of patents, trademarks, copyrights, or trade secrets. Unauthorized use or distribution of proprietary software or data. Plagiarism or unauthorized reproduction of copyrighted materials. REPORTING PROCEDURE Employees and stakeholders can report potential intellectual property infringement by following these steps: Contacting their immediate supervisor or manager. Submitting a written report detailing the suspected infringement, including relevant evidence. Utilizing an anonymous reporting mechanism, if available, to protect confidentiality. INVESTIGATION Upon receiving a report of potential intellectual property infringement, [COMPANY NAME] will respond promptly and decisively by initiating an investigation. This investigation will be conducted by individuals or teams within the organization who possess expertise in intellectual property matters. The key aspects of this investigation process include: Prompt Action: The investigation will commence without delay to ensure a timely and thorough examination of the reported infringement. A sense of urgency is maintained to prevent further damage or harm to intellectual property rights. Expertise: [COMPANY NAME] will assign individuals or teams with specialized knowledge and experience in intellectual property law and enforcement. This expertise ensures that the investigation is conducted comprehensively, identifying the extent and nature of the infringement accurately.","Intellectual Property Infringement Reporting Policy","4","https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-infringement-reporting-policy-D13717.png","https://templates.business-in-a-box.com/imgs/250px/13717.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13717.xml",{"title":153,"description":6},"intellectual property infringement reporting policy",[155,158],{"label":156,"url":157},"Human Resources","human-resources",{"label":159,"url":160},"Company Policies","company-policies","/template/intellectual-property-infringement-reporting-policy-D13717",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":104,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":174},"IT SERVICE AGREEMENT This IT Service Agreement (the \"Agreement\") is effective on [DATE], BETWEEN: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE CLIENT], (the \"Client\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Service Provider and Client shall be referred to as the \"Parties\" and individually as the \"Party.\" WHEREAS, the Service Provider is in the business of providing establishing, operating and managing Information Technology and suggesting solutions as the Client wishes, and the Client desires to hire the Service Provider for various IT services; and WHEREAS, the Client and Service Provider desire to enter into an Agreement, which will define respective rights and duties as to all services to be performed; WHEREAS, the Parties wish to evidence their contract in writing; WHEREAS, the Service Provider affirms to understand all of the provisions contained in this Agreement, and in case the Client requires clarification as to one or more of the provisions contained herein, it can request clarification or otherwise seek legal guidance; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Intellectual Property\" shall mean any and all technology, technical information, technical data, inventions, invention disclosures, discoveries, processes, formulae, algorithms, know-how, software, designs, design elements, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all Intellectual Property rights or similar proprietary rights related to the foregoing, in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction. \"Service(s)\" shall mean the IT services being provided by the Service Provider to the Client under this Agreement. \"Confidential Information\" will include all data and information relating to the business and management of the Company, including but not limited to, Client lists, business policies, business strategies, proprietary and trade secret technology to which access is obtained by the Service Provider, including accounting records, computer software, other proprietary data, business operations, marketing development operations and customer information. \"Disclosing Party\" shall mean the Party who shall be disseminating the Confidential Information to the Receiving Party. \"Receiving Party\" shall mean the Party to whom the Confidential Information is disclosed. TERM The Client and the Service Provider agree that the present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance with the present Agreement. SCOPE OF THE AGREEMENT The Service Provider shall provide the IT Services and satisfy the responsibilities described in this Agreement as it may be supplemented, enhanced or modified, upon mutual written agreement of the Parties, during the Term. SERVICES WORK ORDER: The Service Provider agrees to provide IT Services to the Client in accordance with the terms and conditions of this Agreement. A description of the Services to be provided shall be set forth in one or more mutually agreed upon documents (hereinafter referred as \"Work Order\" or \"WO\"), each of which, upon execution by the Service Provider and the Client, shall become binding between the Parties and made a part hereof. Each Work Order entered into by the Parties in connection herewith shall be subject to, and the obligations of the Parties hereunder shall be performed in accordance with, the terms and conditions of this Agreement. Each Work Order shall: supplement and form a part of this Agreement, be read and construed as one with this Agreement, be deemed incorporated by reference herein. In the event of any conflict between the terms of this Agreement and any Work Order, the terms of this Agreement shall govern and control unless such Work Order expressly indicates otherwise. PERFORMANCE OF THE SERVICES The Service Provider agrees to perform the Services specified by the Client in a professional manner and in accordance with this Agreement. Notwithstanding the foregoing, the Client acknowledges that the Service Provider's ability to perform the Services will require the Client to timely perform certain tasks and provide certain tangible and intangible items. The Client hereby agrees to perform its obligations hereunder, and the Parties acknowledge that the Client's failure to perform such obligations may adversely affect the Service Provider's ability to meet its performance obligations under the conditions specified by the Client. In addition, the Service Provider shall not be deemed to be in default under this Agreement for any delays or failure to meet its obligations if based on the Client's actions, omissions or failure to meet its performance requirements. If any services, functions or responsibilities not specifically described in this Agreement are inherent subtasks of the Services and are reasonably necessary for provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Service Provider and the Client. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties' heirs, executors, successors and assigns. PAYMENT The Service Provider shall invoice the Client monthly for time and material-based fees, as per the rates specified in the WO, for the Services. The invoices should be accompanied with the time sheets supporting monthly billing information, as the case may be, signed off by the Client. The Client shall pay the Service Provider amounts under an undisputed invoice within [NUMBER OF DAYS] days from the receipt by the Client of payment of the Service Provider's invoice to the Client in respect of the Services provided by the relevant Assigned Employees. The Service Provider shall be solely responsible for paying all expenses incurred by the Service Provider before, during and after the Term of this Agreement that are related in any way and manner to the fulfillment of the Service Provider's obligations flowing from this Agreement. All payments to the Service Provider are to be made in the currency specified in the WO, subject to deduction of tax at source, if any, or withholding taxes. On receipt of the invoices, the Client shall cross check the invoices and if it has a dispute in regard to the raised invoices, then it shall notify the Service Provider about the dispute in writing mandatorily within seven (7) days of the receipt of the invoice","IT Service Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/it-service-agreement-D13422.png","https://templates.business-in-a-box.com/imgs/250px/13422.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13422.xml",{"title":170,"description":6},"it service agreement",[172,173],{"label":17,"url":94},{"label":17,"url":94},"/template/it-service-agreement-D13422",false,{"seo":177,"reviewer":189,"quick_facts":193,"at_a_glance":196,"personas":200,"variants":225,"glossary":252,"clauses":289,"how_to_fill":340,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":461,"jurisdictions":474,"related_template_ids_curated":495,"schema":505,"classification":506},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Consent To Sub License Template (Free Word)","Free Consent To Sub License template for granting third-party sublicense rights. Covers scope, restrictions, royalties, and termination. Used in 190+ countries. Free Word and PDF download.","consent to sub license template",[182,183,184,185,186,187,188],"sublicense agreement template","consent to sublicense template word","sublicense consent form","intellectual property sublicense template","software sublicense agreement template","sublicense permission letter","sublicense consent template free",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":194,"legal_review_recommended":195,"signature_required":195},"advanced",true,{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Consent To Sub License is a legally binding document in which an original licensor formally authorizes a licensee to grant sublicense rights to a third party for a defined scope of intellectual property, software, or other licensed assets. This template is a free Word download you can edit online and export as PDF, covering the scope of permitted use, sublicensee restrictions, royalty flow-through, and termination conditions.\n","Use it whenever an existing license agreement requires the licensor's written consent before the licensee may sublicense — which most license agreements do by default. It is also needed when a licensee wants to incorporate licensed IP into a product or service delivered to end users or downstream business partners.\n","Identification of all three parties (licensor, licensee, and sublicensee), the scope and restrictions of the sublicense, royalty and payment obligations, warranties and indemnification, audit rights, and termination and remedies provisions that protect the original licensor throughout the sublicense chain.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Software licensors","Authorizing a distributor to embed licensed software into end-user products","persona-software-licensor",{"title":206,"use_case":207,"icon_asset_id":208},"IP owners and inventors","Permitting a licensee to extend rights to a manufacturing partner","persona-ip-owner",{"title":210,"use_case":211,"icon_asset_id":212},"SaaS companies","Granting resellers the right to sublicense platform access to their clients","persona-saas-founder",{"title":214,"use_case":215,"icon_asset_id":216},"Media and content publishers","Allowing a distributor to sublicense content to regional sub-distributors","persona-content-publisher",{"title":218,"use_case":219,"icon_asset_id":220},"Franchise operators","Enabling a master franchisee to sublicense brand and system rights to unit franchisees","persona-franchise-applicant",{"title":222,"use_case":223,"icon_asset_id":224},"Technology licensees","Securing formal licensor consent before sublicensing patented technology to OEM partners","persona-startup-founder",[226,230,234,238,241,244,248],{"situation":227,"recommended_template":228,"slug":229},"Sublicensing software to end users through a reseller channel","Software Sublicense Agreement","alliance-agreement-software-D5176",{"situation":231,"recommended_template":232,"slug":233},"Granting a manufacturing partner rights to use patented technology","Patent Sublicense Agreement","patent-license-agreement-D967",{"situation":235,"recommended_template":236,"slug":237},"Permitting a distributor to sublicense branded content","Content Sublicense Agreement","content-provider-agreement-D758",{"situation":239,"recommended_template":102,"slug":240},"Setting up a master franchise sublicensing structure","master-franchise-agreement-D892",{"situation":242,"recommended_template":48,"slug":243},"Creating the underlying license that governs what may be sublicensed","license-agreement-D1180",{"situation":245,"recommended_template":246,"slug":247},"Granting limited non-exclusive rights without a full sublicense chain","Non-Exclusive License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":249,"recommended_template":250,"slug":251},"Terminating or revoking a previously granted sublicense consent","License Termination Agreement","termination-agreement-D13787",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Licensor","The original rights holder who owns the intellectual property and granted the primary license to the licensee.",{"term":257,"definition":258},"Licensee","The party who holds the primary license from the licensor and is seeking consent to extend those rights to a third party through a sublicense.",{"term":260,"definition":261},"Sublicensee","The third party who receives a subset of the licensed rights from the licensee, subject to the licensor's consent and the terms of this document.",{"term":263,"definition":264},"Sublicense","A secondary license granted by a licensee to a third party, conveying some or all of the rights the licensee received from the original licensor.",{"term":266,"definition":267},"Scope of Use","The precise boundaries of permitted activity under the sublicense — what the sublicensee may do with the licensed IP, in which territory, and for how long.",{"term":269,"definition":270},"Royalty Flow-Through","A mechanism requiring the licensee to pass a defined share of sublicense revenue up to the original licensor, as specified in the primary license agreement.",{"term":272,"definition":273},"Audit Rights","A contractual right allowing the licensor to inspect the licensee's and sublicensee's records to verify accurate royalty reporting and compliance with the sublicense terms.",{"term":275,"definition":276},"Derivative Work","A new creation that incorporates or is based upon the licensed IP — its ownership and sublicenseability must be addressed explicitly to avoid disputes.",{"term":278,"definition":279},"Termination for Cause","A provision allowing the licensor to revoke consent and terminate the sublicense immediately upon a defined breach, such as unauthorized use or failure to pay royalties.",{"term":281,"definition":282},"Privity of Contract","The legal relationship between contracting parties — sublicensees typically have no direct legal relationship with the licensor, which is why the consent document must address the licensor's remedies carefully.",{"term":284,"definition":285},"Consent Condition","A specific requirement the licensee must satisfy before sublicensing rights are activated — such as providing 30 days' notice, submitting the sublicense agreement for approval, or paying a consent fee.",{"term":287,"definition":288},"Non-Assignability","A restriction preventing the sublicensee from further transferring or assigning the sublicensed rights to another party without a new, separate consent from the licensor.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Recitals and defined parties","Identifies all three parties — licensor, licensee, and sublicensee — by their full legal names and entity types, and references the underlying license agreement that governs the relationship.","This Consent To Sub License ('Consent') is entered into as of [DATE] by and among [LICENSOR LEGAL NAME] ('Licensor'), [LICENSEE LEGAL NAME] ('Licensee'), and [SUBLICENSEE LEGAL NAME] ('Sublicensee'). This Consent is issued pursuant to the License Agreement dated [DATE] between Licensor and Licensee (the 'Primary License').","Failing to reference the exact Primary License by date and title. If the consent document does not tie back to the underlying agreement, the scope of permitted sublicensing is undefined and courts cannot determine what rights were actually transferred.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Grant of consent and scope","States explicitly what the licensor is consenting to — the specific IP, territory, field of use, and duration for which sublicensing is permitted.","Licensor hereby consents to Licensee's grant of a non-exclusive sublicense to Sublicensee to [USE DESCRIPTION] the [LICENSED IP DESCRIPTION] solely within [TERRITORY] and solely for [FIELD OF USE] for a term not to exceed [DURATION], subject to the conditions set forth herein.","Using broad language like 'all rights under the Primary License.' The sublicense scope should be narrower than or equal to the primary license — never broader — and granting uncapped rights can expose the licensor to unintended uses.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Restrictions and prohibited uses","Defines what the sublicensee cannot do — sub-sublicensing, use outside the stated field, modification, reverse engineering, or transfer to third parties.","Sublicensee shall not: (a) further sublicense, assign, or transfer the Licensed Rights; (b) use the Licensed IP outside the Field of Use; (c) modify, reverse-engineer, or create Derivative Works without prior written consent of Licensor; or (d) use the Licensed IP in any jurisdiction not listed in Schedule A.","Omitting a prohibition on further sublicensing by the sublicensee. Without it, the sublicensee can create an uncontrolled chain of downstream users the licensor never authorized.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Royalties and financial obligations","States whether the sublicense triggers any additional royalty obligation to the licensor, how sublicense revenue is reported, and the payment timeline.","Licensee shall pay Licensor [X]% of all Sublicense Revenue received from Sublicensee within [30] days of each calendar quarter end. 'Sublicense Revenue' means all consideration received by Licensee in connection with the sublicense, excluding VAT and documented out-of-pocket costs.","Not defining 'Sublicense Revenue' specifically. If the sublicensee pays through services, equity, or non-cash consideration, an undefined revenue term creates disputes over what the royalty base actually is.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Sublicense agreement requirements","Requires that the sublicense agreement between licensee and sublicensee contain minimum protective provisions that mirror the primary license and protect the licensor's rights.","Licensee shall ensure that any sublicense agreement with Sublicensee includes, at minimum: (a) confidentiality obligations no less protective than those in the Primary License; (b) IP ownership provisions consistent with Section [X] of the Primary License; and (c) termination rights exercisable by Licensor as a third-party beneficiary.","Not requiring that the sublicense agreement be provided to the licensor for review. The licensor has no way to confirm protective provisions are in place if they never see the sublicense document.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Licensor as third-party beneficiary","Establishes the licensor's right to enforce the sublicense agreement directly against the sublicensee, even though the licensor is not a direct party to that agreement.","Licensor is an express third-party beneficiary of the sublicense agreement between Licensee and Sublicensee and shall have the right to enforce its terms directly against Sublicensee in the event of a breach that Licensee has failed to remedy within [30] days of written notice.","Assuming the licensor has automatic enforcement rights against the sublicensee. Without an explicit third-party beneficiary clause, the licensor may lack standing to sue the sublicensee directly, leaving only breach-of-primary-license claims against the licensee.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Audit rights","Grants the licensor the right to audit the licensee's and sublicensee's books and records to verify royalty calculations and compliance with the scope of the sublicense.","Licensor shall have the right, upon [30] days' written notice, to audit Licensee's (and, through Licensee, Sublicensee's) books and records relating to Sublicense Revenue and compliance with this Consent no more than [once] per calendar year. Audit costs shall be borne by Licensor unless the audit reveals an underpayment of more than [5]%, in which case Licensee shall bear the cost.","Limiting audit rights to the licensee only. If the sublicensee controls the revenue data, a licensor without pass-through audit access cannot verify accuracy.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term and termination","States when the consent expires, the events that trigger automatic termination, and the survival of obligations after termination.","This Consent shall remain in effect until the earlier of: (a) termination or expiration of the Primary License; (b) [DATE]; or (c) written notice of termination by Licensor following Licensee's or Sublicensee's uncured material breach. Upon termination, Sublicensee shall immediately cease all use of the Licensed IP and certify destruction or return of all copies within [15] business days.","Failing to address what happens to sublicensee rights when the primary license terminates. Courts in most jurisdictions do not automatically protect sublicensees from upstream termination unless the consent document includes a survival or step-in clause.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Indemnification and liability","Allocates liability for third-party claims arising from the sublicensee's use of the licensed IP and requires the licensee to indemnify the licensor against losses caused by the sublicense.","Licensee shall indemnify, defend, and hold harmless Licensor from and against any claims, damages, and expenses (including reasonable legal fees) arising from: (a) Sublicensee's use of the Licensed IP; (b) any breach by Sublicensee of the sublicense agreement; or (c) any misrepresentation by Licensee in connection with this Consent.","Omitting indemnification for the sublicensee's acts entirely. If the sublicensee infringes a third party's IP or violates the license terms, the licensor should not bear costs arising from a relationship it did not directly create.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law and dispute resolution","Specifies the jurisdiction whose laws govern the consent document and how disputes between the parties are resolved.","This Consent is governed by the laws of [STATE / PROVINCE / COUNTRY] without regard to its conflict-of-law principles. Any dispute arising under this Consent shall be resolved by [binding arbitration / litigation] in [CITY], and all parties consent to the exclusive jurisdiction of the courts or arbitral body located therein.","Choosing a governing law that differs from the Primary License's governing law without explanation. Inconsistent governing law between the consent and the primary license creates ambiguity about which jurisdiction's rules apply when disputes span both documents.",[341,346,351,356,361,366,371],{"step":342,"title":343,"description":344,"tip":345},1,"Identify all three parties by full legal name","Enter the licensor's, licensee's, and sublicensee's registered legal entity names — not trade names — along with their entity type and jurisdiction of incorporation.","Verify entity names against official corporate registry records before signing. A name mismatch can make the consent unenforceable against the intended party.",{"step":347,"title":348,"description":349,"tip":350},2,"Reference the primary license precisely","Insert the exact title, effective date, and parties of the underlying license agreement. This anchors the consent to the correct agreement and prevents scope ambiguity.","Attach the relevant scope provisions of the primary license as an exhibit so all parties confirm the same understanding of the base rights.",{"step":352,"title":353,"description":354,"tip":355},3,"Define the sublicense scope specifically","Describe the licensed IP by name or registration number, state the permitted field of use, list the authorized territory or territories, and set a definite sublicense term.","Never default to 'all rights under the primary license.' The sublicense scope should be the minimum necessary for the sublicensee's stated purpose.",{"step":357,"title":358,"description":359,"tip":360},4,"State the royalty obligations and reporting requirements","Enter the royalty rate or flat fee the licensee owes the licensor for sublicensing, define the revenue base, and specify quarterly or monthly reporting and payment deadlines.","Include a definition of 'Sublicense Revenue' that explicitly addresses non-cash consideration — equity, services, or barter — to prevent future disputes over the royalty base.",{"step":362,"title":363,"description":364,"tip":365},5,"Include the sublicense agreement requirements and approval process","Specify which minimum terms the licensee must include in the sublicense agreement and whether the licensor must approve the sublicense document before execution.","Requiring a 10-business-day licensor review period before the sublicense takes effect is a common and enforceable protective measure.",{"step":367,"title":368,"description":369,"tip":370},6,"Set the termination triggers and post-termination obligations","List the events that automatically terminate the consent — primary license termination, material breach, insolvency — and state the sublicensee's obligations upon termination, including IP return or destruction.","Consider a step-in clause allowing the licensor to step into the sublicense relationship directly if the licensee becomes insolvent, preserving sublicensee continuity where commercially desirable.",{"step":372,"title":373,"description":374,"tip":375},7,"Execute with all three parties before sublicense takes effect","Obtain original signatures from the licensor, licensee, and sublicensee — or authorized representatives — before any sublicensing activity begins. Date the consent on the signature page.","Use a countersigned PDF or eSign platform with an audit trail. Unsigned or undated consent documents are routinely challenged in IP disputes.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Failing to get consent before sublicensing begins","Most license agreements require prior written consent before sublicensing. Sublicensing without it constitutes a material breach of the primary license, potentially triggering immediate termination and infringement liability.","Obtain signed consent before the licensee executes any sublicense agreement. Build consent processing time into the sublicense timeline as a non-negotiable prerequisite.",{"mistake":382,"why_it_matters":383,"fix":384},"Granting sublicense scope broader than the primary license","A sublicensee cannot receive rights the licensee does not hold. Attempting to sublicense beyond the primary license scope exposes the licensee to breach claims and the sublicensee to infringement claims the licensor can pursue directly.","Map the proposed sublicense scope against the primary license before drafting. Highlight any rights the licensee needs but does not currently hold and seek a primary license amendment if necessary.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting third-party beneficiary status for the licensor","Without express third-party beneficiary language, the licensor lacks direct legal standing to enforce the sublicense agreement against the sublicensee, leaving only breach claims against the licensee — who may be judgment-proof.","Include a clause explicitly designating the licensor as a third-party beneficiary of the sublicense agreement, with the right to enforce its terms directly against the sublicensee.",{"mistake":390,"why_it_matters":391,"fix":392},"Not addressing what happens to sublicensee rights on primary license termination","If the primary license terminates for any reason — including the licensor's own breach — sublicensees can lose rights overnight with no protection or wind-down period, exposing the licensee to claims from the sublicensee.","Include a clause specifying whether sublicensee rights survive primary license termination for a defined wind-down period or whether the licensor may elect to step in and maintain the sublicense directly.",{"mistake":394,"why_it_matters":395,"fix":396},"Using vague field-of-use and territory definitions","Ambiguous scope is the leading cause of sublicense disputes. Without precise geographic and use boundaries, sublicensees expand activity into unintended areas, and litigation over interpretation is expensive and unpredictable.","List permitted territories by country or region code and define the field of use with the specificity of a patent claim — if the document cannot be read by a stranger to the transaction and understood without ambiguity, rewrite it.",{"mistake":398,"why_it_matters":399,"fix":400},"No audit rights covering the sublicensee's records","Royalty underpayment is among the most common sublicense disputes. If the licensor's audit right extends only to the licensee's books and the sublicensee controls the revenue data, verification is practically impossible.","Draft audit rights to flow through to the sublicensee's books, either directly or by requiring the licensee to include equivalent audit rights in the sublicense agreement and to exercise them on the licensor's behalf upon request.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a Consent To Sub License?","A Consent To Sub License is a formal written authorization from an original licensor allowing a licensee to grant some or all of the licensed rights to a third party — the sublicensee. Most license agreements prohibit sublicensing without prior written consent. This document satisfies that requirement, defines the scope of permitted sublicensing, and protects the licensor's rights throughout the secondary license chain.\n",{"question":406,"answer":407},"When is a Consent To Sub License required?","It is required any time the primary license agreement includes a standard 'no sublicense without written consent' provision — which is the default in most professionally drafted license agreements. It is also used when a SaaS platform wants to allow resellers to grant end-user access, when a patent holder permits a licensee to sublicense technology to OEM partners, or when a content owner authorizes distribution through multiple tiers of sub-distributors.\n",{"question":409,"answer":410},"What is the difference between a license and a sublicense?","A license is a direct grant of rights from the IP owner to a licensee. A sublicense is a secondary grant of some of those same rights from the licensee to a third party — the sublicensee. The sublicensee's rights are always limited to what the licensee received from the original licensor. The licensor typically has no direct contractual relationship with the sublicensee unless the consent document establishes one through a third-party beneficiary clause.\n",{"question":412,"answer":413},"Does a sublicensee have rights if the primary license is terminated?","Under general contract law principles, a sublicense is dependent on the primary license — if the primary license terminates, the sublicense typically terminates as well. Some jurisdictions and courts have created exceptions for sublicensees who acted in good faith, but this protection is not guaranteed. The Consent To Sub License should address this explicitly with either a wind-down period, a survival clause, or a licensor step-in right to avoid sublicensee exposure.\n",{"question":415,"answer":416},"Can a sublicensee further sublicense the rights it receives?","No, unless the Consent To Sub License or the sublicense agreement explicitly permits it. Sub-sublicensing without authorization is a breach of both the sublicense and the primary license. The Consent should include a clear prohibition on further sublicensing by the sublicensee to keep the license chain controlled and auditable.\n",{"question":418,"answer":419},"Do I need a lawyer to prepare a Consent To Sub License?","For straightforward sublicensing in a single jurisdiction — such as a software reseller relationship or a content distribution arrangement — a well-drafted template typically provides a sound starting point. Legal review is strongly recommended when the licensed IP is a core business asset, when the sublicense involves multiple jurisdictions or significant royalty obligations, or when the primary license contains complex restrictions. A 1–2 hour attorney review typically costs $300–$600 and is worthwhile given the potential liability exposure.\n",{"question":421,"answer":422},"What royalty obligations does a Consent To Sub License create?","The royalty structure depends on the primary license. Many license agreements require the licensee to share a percentage of sublicense revenue with the licensor — commonly 20–50% of sublicensing fees received. The Consent To Sub License should define the royalty rate, the revenue base (including treatment of non-cash consideration), and the reporting and payment schedule. Failing to address this leaves the licensor without a contractual basis to claim a share of sublicensing income.\n",{"question":424,"answer":425},"What happens if a sublicensee breaches the sublicense terms?","Without a third-party beneficiary clause in the Consent, the licensor has no direct claim against the sublicensee and must rely on breach of the primary license claims against the licensee. A well-drafted Consent designates the licensor as a third-party beneficiary of the sublicense agreement, enabling direct enforcement against the sublicensee. The Consent should also require the licensee to notify the licensor promptly of any sublicensee breach and to terminate the sublicense if the breach is not cured within a defined period.\n",{"question":427,"answer":428},"Is a Consent To Sub License the same as an amendment to the primary license?","No. A Consent To Sub License is a standalone authorization document that operates alongside the primary license without modifying its terms. An amendment to the primary license formally changes the underlying agreement. If the licensee needs sublicensing rights that are not contemplated by the primary license at all — not merely gated by a consent requirement — a primary license amendment or a new broader license grant may be necessary in addition to or instead of a consent document.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"Software and SaaS","industry-saas","Reseller and OEM channels commonly require sublicense consent to embed or re-sell licensed software; end-user license flow-through and seat-count reporting provisions are standard.",{"industry":435,"icon_asset_id":436,"specifics":437},"Media and Entertainment","industry-media","Content distributors sublicense broadcast, streaming, and print rights across regional sub-distributors; territory carve-outs and content modification restrictions are essential.",{"industry":439,"icon_asset_id":440,"specifics":441},"Pharmaceutical and Life Sciences","industry-healthtech","Patent sublicenses to manufacturing partners or regional distributors involve regulatory approval conditions, milestone payments, and strict field-of-use limitations tied to approved indications.",{"industry":443,"icon_asset_id":444,"specifics":445},"Franchising","industry-franchise","Master franchisees sublicense brand, system, and operational IP to unit franchisees; consent documents must address brand standards enforcement, sublicense fee flow-through, and unit agreement minimum terms.",[447,450,453,457],{"vs":48,"vs_template_id":448,"summary":449},"license-agreement-D167","A License Agreement is the primary grant of rights directly from the IP owner to the licensee and creates the underlying relationship that a Consent To Sub License extends. The Consent operates as a derivative authorization layered on top of the primary license — without a valid primary license in place, there are no rights to sublicense and no consent to grant.",{"vs":246,"vs_template_id":451,"summary":452},"non-exclusive-license-agreement-D12716","A Non-Exclusive License Agreement grants rights to a licensee while the licensor retains the ability to grant the same rights to others. A Consent To Sub License does not grant new rights from the licensor — it permits the existing licensee to extend its already-granted rights to a third party. They address different levels of the licensing chain and are often used together.",{"vs":454,"vs_template_id":455,"summary":456},"Assignment of Intellectual Property","assignment-of-intellectual-property-D13658","An IP Assignment permanently transfers ownership of intellectual property to a new owner — it is not a license at all. A Consent To Sub License leaves ownership with the original licensor and creates only a temporary, conditional right of use for the sublicensee. Assignments are irrevocable; sublicenses can be terminated under defined conditions.",{"vs":458,"vs_template_id":459,"summary":460},"Technology Transfer Agreement","D{TECHNOLOGY_TRANSFER_ID}","A Technology Transfer Agreement conveys know-how, technical documentation, and training alongside rights — typically used for manufacturing or development partnerships where capability transfer is as important as legal rights. A Consent To Sub License addresses only the authorization to extend existing license rights and does not convey additional technical assets or obligations.",{"use_template":462,"template_plus_review":466,"custom_drafted":470},{"best_for":463,"cost":464,"time":465},"Standard domestic sublicensing arrangements — software resellers, content sub-distributors, or franchise unit operators — in a single jurisdiction","Free","30–60 minutes",{"best_for":467,"cost":468,"time":469},"Cross-border sublicenses, significant royalty obligations, or licensed IP that is material to the business","$300–$700","2–5 days",{"best_for":471,"cost":472,"time":473},"Multi-territory pharmaceutical or patent sublicenses, complex revenue-sharing structures, or sublicenses involving regulated industries","$2,000–$8,000+","2–4 weeks",[475,480,485,490],{"code":476,"name":477,"flag_asset_id":478,"note":479},"us","United States","flag-us","US courts generally enforce sublicense consent requirements strictly — sublicensing without written consent is treated as a breach of the primary license and, for copyright, may constitute infringement. State law varies on whether sublicensees receive any independent protections on upstream termination. In patent licensing, the Supreme Court's decision in Rite-Hite v. Kelley and its progeny affect how sublicense royalty chains are valued in infringement damages calculations.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"ca","Canada","flag-ca","Canadian copyright and patent law follows similar principles to the US on sublicense consent requirements. Quebec's Civil Code may affect contractual interpretation for consent documents governed by Quebec law. Provincial courts have found that sublicensees can have limited equitable protections against upstream licensor termination where the licensor acted in bad faith — include clear wind-down provisions to manage this risk.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"uk","United Kingdom","flag-uk","UK intellectual property law, governed by the Copyright, Designs and Patents Act 1988 and the Patents Act 1977, requires express sublicense authorization from the licensor. Post-Brexit, IP rights that previously covered the EU must now be addressed separately for UK and EU territories. UK courts apply a strict interpretation of license scope and will not imply sublicense rights that are not expressly stated.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"eu","European Union","flag-eu","EU member states apply varying approaches to sublicense consent requirements under national IP law, but all require express authorization for sublicensing as a baseline. GDPR considerations arise when licensed software or content involves personal data processing — the sublicense consent should address data processing obligations if relevant. The EU Software Directive and Database Directive impose specific constraints on software and database sublicensing that may limit the scope of permissible sublicense grants.",[243,247,496,240,497,498,499,500,501,502,503,504],"assignment-of-intellectual-property-rights-D5206","non-disclosure-agreement-nda-D12692","custom-software-development-agreement-D787","intellectual-property-infringement-reporting-policy-D13717","it-service-agreement-D13422","distribution-agreement-D12544","reseller-agreement-D5202","joint-venture-agreement-D889","trademark-license-and-royalty-agreement-D970",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":94,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"intellectual-property-and-licensing","agreement","general","all-stages",[512,513,514,515,516],"intellectual-property","legal","sublicense","licensing","consent",0.95,"\u003Ch2>What is a Consent To Sub License?\u003C/h2>\n\u003Cp>A \u003Cstrong>Consent To Sub License\u003C/strong> is a legally binding document in which an original licensor formally authorizes a licensee to extend some or all of the licensed rights to a third party — the sublicensee. Most professionally drafted license agreements prohibit sublicensing as a default, requiring prior written consent before any secondary grant of rights can take effect. This document satisfies that requirement, defines the exact scope and conditions under which sublicensing is permitted, and preserves the licensor's control over how its intellectual property is used throughout the downstream chain. It is distinct from the sublicense agreement itself: the consent authorizes the relationship; the sublicense agreement governs it.\u003C/p>\n\u003Cp>The document typically operates as a three-party instrument, bringing the sublicensee into a defined relationship with the licensor through mechanisms such as third-party beneficiary status and flow-through audit rights — even though the sublicensee is not a party to the original license.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Sublicensing without documented licensor consent is a material breach of most license agreements and, for copyright-protected works, may constitute outright infringement — exposing the licensee to termination of the primary license, damages claims, and injunctive relief. The consequences travel downstream too: a sublicensee operating under an unauthorized sublicense holds no valid rights and faces infringement liability of its own. Obtaining formal consent before sublicensing begins protects all three parties by establishing clear scope, financial obligations, and termination procedures in writing. For licensors, a well-drafted consent document preserves audit rights, ensures royalty flow-through, and provides direct enforcement remedies against sublicensee misconduct — protections that do not arise automatically under general contract law. This template gives all parties a structured, enforceable starting point that a legal review can be applied to efficiently, rather than drafting from scratch.\u003C/p>\n",1781186037713]