[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-copyright-license-agreement-D12742":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"COPYRIGHT LICENSE AGREEMENT This Copyright License Agreement (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: [COMPANY 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] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Copyrights (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the Copyrights set forth in Schedule [SPECIFY] attached hereto (the \"Copyrights\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Copyright License\"), to use the Copyrights and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Copyrights (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Copyrights in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Copyright outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Copyrights (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Copyrights in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Copyrights as the Licensor may reasonably impose, may use the Copyrights in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Copyright License is limited strictly to the rights granted hereunder and that all other rights in the Copyrights in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Copyright License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a Copyright license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Copyright License shall take place only upon the assignee and the Licensor entering into a Copyright license agreement substantially the same as this Copyright License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Copyrights shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Copyrights than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Copyrights than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and Copyright provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Copyrights, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted, and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.",null,"Copyright License Agreement","9",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/copyright-license-agreement-D12742.png","https://templates.business-in-a-box.com/imgs/250px/12742.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12742.xml",{"title":15,"description":6},"copyright license agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"License Agreements","/templates/license-agreement/","Copyright License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12742.png","https://templates.business-in-a-box.com/imgs/600px/12742.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":18,"url":19},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,102,115,130,146,161],{"label":38,"url":39,"thumb":40,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":42,"url":43,"thumb":44,"extension":10},"License Agreement Worldwide License","/template/license-agreement-worldwide-license-D762","https://templates.business-in-a-box.com/imgs/250px/762.png",{"label":46,"url":47,"thumb":48,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":50,"url":51,"thumb":52,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":54,"url":55,"thumb":56,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":58,"url":59,"thumb":60,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":62,"url":63,"thumb":64,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":66,"url":67,"thumb":68,"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":70,"url":71,"thumb":72,"extension":10},"Security Agreement With Copyright As Collateral","/template/security-agreement-with-copyright-as-collateral-D914","https://templates.business-in-a-box.com/imgs/250px/914.png",{"label":74,"url":75,"thumb":76,"extension":10},"Patent License Agreement","/template/patent-license-agreement-D967","https://templates.business-in-a-box.com/imgs/250px/967.png",{"label":78,"url":79,"thumb":80,"extension":10},"Trademark License Agreement","/template/trademark-license-agreement-D5230","https://templates.business-in-a-box.com/imgs/250px/5230.png",{"label":82,"url":83,"thumb":84,"extension":10},"Music License Agreement","/template/music-license-agreement-D764","https://templates.business-in-a-box.com/imgs/250px/764.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":100,"url":101},"COPYRIGHT ASSIGNMENT This Copyright Assignment (the \"Agreement\") is made and effective the [Date]. BETWEEN: [ASSIGNOR NAME] (the \"Assignor\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: AND: [ASSIGNEE NAME] (the \"Assignee\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: WHEREAS, Assignor, has authored certain works which are described in Exhibit A (the \"Works\"); and WHEREAS, Assignee, wishes to acquire the entire rights, title, and interest in all of the Works. NOW, the parties agree as follows: Assignment Assignor does hereby irrevocably assign to Assignee all rights, title, and interest (including but not limited to, the copyright, all rights to prepare derivative works, all goodwill and all moral rights), in and to the Works. Consideration In consideration for the assignment set forth in Section 1, Assignor shall pay Assignee the sum of [amount], payable on [Date]. Representations and Warranties Assignor represents and warrants to Assignee: (a) Assignor has the right, power and authority to enter into this Agreement; (b) Assignor is the exclusive owner of all right, title and interest, including all intellectual property rights, in the Works; (c) The Works are free of any liens, security interests, encumbrances or licenses; (d) The Works do not infringe the rights of any person or entity; (e) There are no claims, pending or threatened, with respect to Assignor's rights in the Works; (f) This Agreement is valid, binding and enforceable in accordance with its terms; and (g) Assignor is not subject to any agreement, judgment or order inconsistent with the terms of this Agreement. (h) the Assignee can register and dispose of the copyright in the Work in the Assignee's own name. Attorney's Fees ","Copyright Assignment","4",47,"https://templates.business-in-a-box.com/imgs/1000px/copyright-assignment-D960.png","https://templates.business-in-a-box.com/imgs/250px/960.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#960.xml",{"title":6,"description":6},[95,97],{"label":18,"url":96},"business-legal-agreements",{"label":98,"url":99},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","copyright assignment","/template/copyright-assignment-D960",{"description":103,"descriptionCustom":6,"label":104,"pages":8,"size":9,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":114},"PUBLISHING AGREEMENT This Publishing Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [PUBLISHER NAME], (the \"Publisher\") an individual with their 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] AND: [AUTHOR NAME], (the \"Author\") an individual with their main address located at: [COMPLETE ADDRESS] Collectively referred to as \"Parties\" and individually referred to as their respective names. WHEREAS, the Author desires to publish the Author's work titled \"[TITLE OF WORK]\" (hereinafter called the \"Work\"), and the Publisher desires to publish the Work; NOW, THEREFORE in consideration of the promises hereinafter set forth and for valuable consideration, receipt whereof is acknowledged, the Parties agree as follows: GRANT OF PUBLISHING RIGHTS The Author hereby grants and assigns to the Publisher, its successors, representatives, and assigns, the sole and exclusive right to publish (i.e., print, publish, and sell) the Work in the [SPECIFY LANGUAGE] language in all forms in [SPECIFY TITLE AND TYPE OF WORK], its territories and dependencies, during the full term of copyright and any renewals and extensions thereof, except as provided herein. The Publisher shall have the sole and exclusive right to publish or to license the Work for publication in the [SPECIFY LANGUAGE] language or in any other language in [STATE/PROVINCE] and in any other foreign country, except as provided herein. The Author shall execute and deliver to the Publisher any and all documents which the Publisher reasonably deems necessary or appropriate to evidence or effectuate the rights granted in this Agreement. If, at any time during the effective term of this Agreement, a claim shall arise for infringement or unfair competition as to any of the rights which are the subject of this Agreement, the Parties may proceed jointly or separately to prosecute an action based on such claims. If the Parties proceed jointly, the expenses (including attorneys' fees) and recovery, if any, shall be shared equally by the Parties. If the Parties do not proceed jointly, each Party shall have the right to proceed separately, and if so, such Party shall bear the costs of litigation and shall own and retain any and all recovery resulting from such litigation. If the Party proceeding separately does not hold the record title of the copyright at issue, the other Party hereby consents that the action be brought in his, her or its name. Notwithstanding the foregoing, the Publisher has no obligation to initiate litigation on such claims, and shall not be liable for any failure to do so. Nothing contained in this clause shall be construed as limiting, modifying or otherwise affecting any of the rights granted to the Publisher under this Agreement. COPYRIGHT Copyright of the Work, if not heretofore registered, shall be registered by the Publisher, upon first publication, in a timely manner in the name of the Author, in the [STATE/PROVINCE] and in such other countries as the Publisher deems feasible or desirable, and the proper copyright notice or notices necessary to protect copyright to and in any Work shall be printed on the reverse side of the title page or in another appropriate place, in every copy thereof, in the name of the Author. The Publisher shall also have the right to effect any renewals of copyright provided by law and the right to any assistance from the Author or Author's heirs, successors, or assigns, essential thereto. AUTHOR WARRANTIES AND INDEMNITY The Author warrants to the Publisher and its licensees that: he/she is the sole Author and proprietor of the Work; the Work has not heretofore been published in any form; he/she is the owner of all the rights granted to the Publisher, and has full power to enter into this Agreement, and that said rights are not subject to any proper agreement, lien, or other claim or rights which may interfere with the rights herein granted; the Work is original and not published in the public domain; it does not violate the right of privacy of any person; it contains no libelous, obscene, or other unlawful matter; and it does not infringe upon the copyright or violate any other right of any person or Party. The Author agrees to hold the Publisher harmless against any damages, including attorneys' fees, finally sustained in any suit involving the Publisher or its licensees by reason of a violation of any of these warranties. If any such suit is instituted, the Publisher shall promptly notify the Author and may withhold payments due to the Author under this Agreement, until such suit has been settled or withdrawn. If a final adverse judgment is rendered and is not discharged by the Author, the Publisher may apply the payments so withheld to the satisfaction of such judgment. The Author undertakes for herself, his successors and assigns, to execute at any time, on request of the Publisher, any document or documents to confirm or continue any of the rights defined herein, and to take all proceedings necessary to enforce copyright in [PROVINCE/STATE, COUNTRY] and elsewhere. If the Author unreasonably disapproves of any out-of-court settlement recommended by the Publisher and the claim or suit proceeds to trial, the Author shall be liable for all the Publisher's fees, costs, damages, and expenses connected with such trial, regardless of outcome. The Publisher shall have the right to reasonably extend the benefit of the indemnities to any person, firm, or corporation at any time, and the Author shall be liable thereon as if Author's warranties were originally made to such person, firm, or corporation. The provisions of this section shall survive the termination of this Agreement. DELIVERY OF WORK The Author shall deliver The Work to the Publisher, to a professional standard and in an electronic form acceptable to the Publisher, by [DATE]. The Author shall deliver all artwork, illustrations, photographs, prefaces, references, acknowledgments, and other \"front matter\" or \"back matter.\" If the Author fails to deliver the manuscript within [NUMBER OF DAYS] days after the above-mentioned date, or if any manuscript that is delivered is not, in the Publisher's judgment, satisfactory, the Publisher shall give the Author written notice describing such failure and permit the Author to cure this defect within [NUMBER OF DAYS] days of that notice. If the Author fails to do so, the Publisher may have the option to remedy the defect. The Publisher may deduct its reasonable expenses for curing such defect from any proceeds that come due to the Author, and no proceeds will be paid to the Author until said expenses are reimbursed to the Publisher. Alternatively, the Publisher may opt to terminate this Agreement by giving written notice, whereupon the Author agrees to repay forthwith all amounts which may have been advanced hereunder. EDITING AND ARTISTIC INPUTS In return for timely delivery of the Work to an agreed standard, as defined by the Specification, the Publisher will provide services including, but not limited to, editorial support, tools-advice, design and illustration services, professional indexing, copy-editing, proof-reading, typesetting, and promotion/marketing. On delivery of each part of the Work, it shall be edited by the Editor, who shall indicate any necessary corrections. This will be returned to the Author, who undertakes to correct the Work. This process will continue as many times as necessary. The Publisher reserves the right, having first notified the Author, to alter or remove any part of the Work as may be considered objectionable or actionable at law, and generally reserves the right to alter, amend, add to or delete any material from the Work in any manner and to any extent that the Publisher considers in good faith to be for the improvement of the Work.","Publishing Agreement","https://templates.business-in-a-box.com/imgs/1000px/publishing-agreement-D13454.png","https://templates.business-in-a-box.com/imgs/250px/13454.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13454.xml",{"title":109,"description":6},"publishing agreement",[111,112],{"label":18,"url":96},{"label":21,"url":113},"license-agreement","/template/publishing-agreement-D13454",{"description":116,"descriptionCustom":6,"label":117,"pages":118,"size":9,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":124,"keywords":123,"url":129},"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. 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NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[140,141],{"label":18,"url":96},{"label":142,"url":143},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":147,"descriptionCustom":6,"label":148,"pages":149,"size":150,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":155,"keywords":159,"url":160},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company 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 \"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] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[156],{"label":157,"url":158},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":162,"descriptionCustom":6,"label":163,"pages":149,"size":9,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":172},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":168,"description":6},"service agreement",[170,171],{"label":18,"url":96},{"label":18,"url":96},"/template/service-agreement-D12711",false,{"seo":175,"reviewer":185,"quick_facts":189,"at_a_glance":192,"personas":196,"variants":221,"glossary":247,"clauses":281,"how_to_fill":332,"common_mistakes":373,"faqs":398,"industries":426,"comparisons":451,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":506,"classification":507},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Copyright License Agreement Template (Free Word)","Free copyright license agreement template for licensing creative works, software, music, and content. Used in 190+ countries. Free Word and PDF download.","copyright license agreement template",[15,180,181,182,183,184],"copyright licensing agreement template word","copyright license agreement free download","music copyright license agreement","software copyright license agreement","exclusive copyright license template",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":190,"legal_review_recommended":191,"signature_required":191},"advanced",true,{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Copyright License Agreement is a legally binding contract in which a copyright owner (the licensor) grants another party (the licensee) the right to use, reproduce, distribute, or adapt a protected work under defined conditions. This free Word download covers scope of use, exclusivity, royalties, attribution, sublicensing, and termination in a single document you can edit online and export as PDF.\n","Use it when a business or individual wants to commercially exploit a creative work they do not own — such as republishing an article, using stock photography, distributing software, or releasing a song — or when a creator wants to monetize their work while retaining ownership. It is also required when granting a publishing house, platform, or brand the right to reproduce your original content in exchange for royalties or a flat fee.\n","The agreement identifies both parties and the licensed work, defines the scope of the license (exclusive or non-exclusive, territory, permitted uses), sets out royalty or fee structures, establishes attribution requirements, addresses sublicensing rights, and specifies termination conditions and remedies for infringement.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Independent creators and authors","Licensing written content, illustrations, or photography to publishers and brands","persona-freelancer",{"title":202,"use_case":203,"icon_asset_id":204},"Software developers and companies","Granting third parties the right to use or distribute proprietary code","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Music producers and recording artists","Licensing tracks, compositions, or samples to film, advertising, or streaming platforms","persona-content-creator",{"title":210,"use_case":211,"icon_asset_id":212},"Marketing and media agencies","Securing usage rights for client campaigns that incorporate third-party creative work","persona-agency",{"title":214,"use_case":215,"icon_asset_id":216},"Publishers and content platforms","Formalizing rights to reproduce and distribute licensed works at scale","persona-small-business-owner",{"title":218,"use_case":219,"icon_asset_id":220},"Universities and research institutions","Licensing academic publications, datasets, or proprietary methodologies for commercial use","persona-operations-director",[222,226,230,234,237,240,244],{"situation":223,"recommended_template":224,"slug":225},"Granting one licensee sole rights — no other party may use the work","Exclusive Copyright License Agreement","copyright-license-agreement-D12742",{"situation":227,"recommended_template":228,"slug":229},"Licensing the same work to multiple parties simultaneously","Non-Exclusive Copyright License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":231,"recommended_template":232,"slug":233},"Transferring all ownership rights permanently, not just usage rights","Copyright Assignment Agreement","copyright-assignment-D960",{"situation":235,"recommended_template":58,"slug":236},"Licensing software source code with specific open-source or commercial terms","software-license-agreement-D12928",{"situation":238,"recommended_template":78,"slug":239},"Licensing a brand name and associated IP alongside copyrighted materials","trademark-license-agreement-D5230",{"situation":241,"recommended_template":242,"slug":243},"Licensing music for use in film, TV, or advertising","Music Synchronization License Agreement","music-license-agreement-D764",{"situation":245,"recommended_template":104,"slug":246},"Granting rights to a publisher to print and distribute a written work","publishing-agreement-D13454",[248,251,254,257,260,263,266,269,272,275,278],{"term":249,"definition":250},"Licensor","The copyright owner who grants permission to another party to use the protected work under specified conditions.",{"term":252,"definition":253},"Licensee","The party who receives the right to use the copyrighted work within the boundaries defined by the agreement.",{"term":255,"definition":256},"Exclusive License","A license that grants the licensee sole rights to use the work in a defined way — the licensor cannot grant the same rights to anyone else during the license term.",{"term":258,"definition":259},"Non-Exclusive License","A license that allows the licensor to grant the same or similar rights to multiple parties at the same time.",{"term":261,"definition":262},"Scope of License","The precise boundaries of permitted use — including format, medium, territory, duration, and purpose — that define exactly what the licensee may and may not do with the work.",{"term":264,"definition":265},"Royalty","A recurring payment made by the licensee to the licensor, typically calculated as a percentage of revenue or sales generated through use of the licensed work.",{"term":267,"definition":268},"Sublicense","A right granted by the licensee to a third party to use the copyrighted work; sublicensing typically requires explicit written permission from the licensor.",{"term":270,"definition":271},"Moral Rights","Rights that protect the personal and reputational connection between a creator and their work — including the right to attribution and the right to object to derogatory treatment — recognized in many jurisdictions outside the US.",{"term":273,"definition":274},"Work for Hire","A work created by an employee within the scope of employment or under a written agreement designating it as such, in which case the employer — not the individual creator — is the copyright owner.",{"term":276,"definition":277},"Derivative Work","A new work based on or incorporating elements of an existing copyrighted work, such as a translation, adaptation, remix, or edited compilation.",{"term":279,"definition":280},"Infringement","Unauthorized use of a copyrighted work in a way that violates the exclusive rights of the copyright holder, exposing the infringer to civil liability and, in some cases, criminal penalties.",[282,287,292,297,302,307,312,317,322,327],{"name":283,"plain_english":284,"sample_language":285,"common_mistake":286},"Parties and recitals","Identifies the licensor and licensee by legal name and entity type, and establishes the background — what work is being licensed and why the parties are entering the agreement.","This Copyright License Agreement ('Agreement') is entered into as of [DATE] between [LICENSOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensor'), and [LICENSEE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensee'). Licensor owns the copyright in the work described in Schedule A ('the Work') and wishes to license certain rights to Licensee on the terms set out below.","Using a trade name or DBA instead of the registered legal entity name. If the licensor entity name does not match copyright registration records, enforcing the agreement against an infringer becomes significantly more difficult.",{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Description and identification of the licensed work","Precisely identifies the copyrighted work being licensed — title, registration number if applicable, format, and any version or edition — to prevent disputes about what is and is not covered.","The Work licensed under this Agreement is: [TITLE OF WORK], [DESCRIPTION OF MEDIUM — e.g., a photographic image / software application / musical composition], copyright registration number [NUMBER] (if registered), as further described in Schedule A attached hereto.","Describing the work too broadly or vaguely — for example, 'all photographs by [NAME]' without listing them. Overbroad descriptions create unintended obligations and make scope disputes almost impossible to resolve.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Grant of license and scope","States whether the license is exclusive or non-exclusive, the permitted uses (reproduce, distribute, adapt, publicly display), the territory, the duration, and any channel or format restrictions.","Licensor hereby grants to Licensee a [non-exclusive / exclusive], [worldwide / limited to: TERRITORY], [royalty-bearing / royalty-free] license to [reproduce / distribute / publicly display / create derivative works of] the Work solely for [PERMITTED PURPOSE] during the Term. All rights not expressly granted herein are reserved to Licensor.","Omitting 'all rights not expressly granted are reserved.' Without this reservation, courts in some jurisdictions imply broader rights than the parties intended.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"License fees and royalties","Sets out the payment structure — flat fee, per-unit royalty, revenue percentage, or milestone payments — as well as the payment schedule, currency, and audit rights.","In consideration for the rights granted, Licensee shall pay Licensor: (a) an upfront license fee of $[AMOUNT] due on [DATE]; and (b) a royalty of [X]% of Net Revenue from exploitation of the Work, payable within [30] days after the end of each calendar quarter, accompanied by a royalty statement.","Failing to define 'Net Revenue' or 'Gross Revenue' precisely. Ambiguous revenue definitions are the single most litigated clause in copyright license agreements — deductions for returns, distribution costs, and taxes can dramatically reduce what the licensor actually receives.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Attribution and credit","Specifies how the licensor must be credited when the work is used — the exact form of attribution, placement requirements, and any credit obligations that survive termination.","Licensee shall include the following attribution in all reproductions or distributions of the Work: '[LICENSOR NAME] / [WORK TITLE] / © [YEAR]. All rights reserved. Used with permission.' Attribution shall appear in a size and placement no less prominent than credits given to other contributors.","Omitting attribution requirements entirely. Failure to credit the creator can constitute a violation of moral rights in Canada, the UK, and the EU — and in all jurisdictions it exposes the licensee to reputational and contractual claims.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Sublicensing rights","States whether the licensee may grant sub-licenses to third parties, and if so, under what conditions — licensor consent, flow-down obligations, and liability for sublicensee conduct.","Licensee shall not sublicense, assign, or transfer any rights granted herein without the prior written consent of Licensor. Any sublicense granted with Licensor's consent must contain terms no less protective of Licensor's rights than those in this Agreement, and Licensee shall remain liable for any sublicensee's breach.","Granting sublicensing rights without requiring the licensee to remain liable for sublicensee breaches. If a sublicensee infringes and the licensee is not on the hook, the licensor's only recourse is suing an unknown third party.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Representations and warranties","The licensor warrants they own the copyright and have the right to grant the license; the licensee warrants their use will comply with all applicable laws. Both parties disclaim warranties beyond what is expressly stated.","Licensor represents and warrants that: (a) Licensor is the sole owner of the copyright in the Work; (b) the Work does not infringe any third-party intellectual property rights; and (c) Licensor has full authority to enter into this Agreement. EXCEPT AS EXPRESSLY STATED, THE WORK IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND.","Licensor failing to warrant that the work does not infringe third-party rights. If a third party later claims the licensed work incorporates their protected material, the licensee faces infringement liability with no contractual recourse against the licensor.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Term and termination","Defines the duration of the license, conditions allowing either party to terminate early (breach, insolvency, convenience), the cure period, and what happens to existing uses upon termination.","This Agreement commences on [START DATE] and continues until [END DATE / indefinitely] unless earlier terminated. Either party may terminate upon [30] days' written notice of a material breach that remains uncured. Upon termination, Licensee shall cease all use of the Work and destroy or return all copies within [14] days, except that Licensee may sell off existing inventory for [90] days post-termination.","No sell-off or wind-down provision for physical or distributed inventory. Without it, a licensee who manufactured 50,000 units or distributed a digital product across thousands of users faces immediate infringement liability the day after termination.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Infringement remedies and indemnification","Addresses what happens if the licensed work is infringed by a third party, who bears the cost of enforcement, and how each party indemnifies the other against claims arising from their own acts or breaches.","Each party ('Indemnitor') shall defend, indemnify, and hold harmless the other party from and against any third-party claims arising from Indemnitor's breach of this Agreement or infringement of third-party intellectual property rights. Licensor shall have the primary right, but not the obligation, to enforce the copyright in the Work against third-party infringers at Licensor's cost.","Granting the licensee the exclusive right to enforce the copyright. If the licensee goes bankrupt or loses interest, the licensor may be barred from protecting their own work for the duration of the license term.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation — including venue and language.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], conducted in [LANGUAGE], except that either party may seek injunctive relief in any court of competent jurisdiction to prevent irreparable harm.","Choosing a governing law with no meaningful connection to where either party operates or where the work will be used. Courts may decline to apply a chosen law if it has no reasonable relationship to the transaction, particularly in EU member states.",[333,338,343,348,353,358,363,368],{"step":334,"title":335,"description":336,"tip":337},1,"Identify both parties with their legal entity names","Enter the licensor's and licensee's full legal names, entity types, and principal addresses. Confirm the licensor's name matches any existing copyright registration for the work.","If the licensor is an individual creator rather than a company, state whether the copyright is registered in their personal name or a business name — mismatches create enforcement gaps.",{"step":339,"title":340,"description":341,"tip":342},2,"Describe the licensed work precisely in Schedule A","List the work's title, medium, format, creation date, and copyright registration number if applicable. For collections or series, list each work individually rather than using a blanket description.","Attach a physical or digital copy of the work as an exhibit where practical — courts treat this as the definitive reference if a scope dispute arises.",{"step":344,"title":345,"description":346,"tip":347},3,"Define the scope of the license clearly","Choose exclusive or non-exclusive, specify the permitted uses (reproduce, distribute, publicly display, adapt), set the territory (worldwide or named countries), and state the duration. Address each dimension — a license that is silent on territory is generally interpreted as worldwide.","List the specific formats and channels the licensee may use — print, digital, broadcast, social media — to prevent scope creep into channels you did not intend to license.",{"step":349,"title":350,"description":351,"tip":352},4,"Set the fee and royalty structure with defined terms","Enter the upfront fee amount and due date, the royalty rate and the revenue base it applies to, the payment frequency, and the currency. Define 'Net Revenue' or 'Gross Revenue' in the definitions section before referencing it in the payment clause.","Include an audit right allowing the licensor to inspect the licensee's sales records once per year with 30 days' notice — this is standard in music and publishing and prevents under-reporting disputes.",{"step":354,"title":355,"description":356,"tip":357},5,"Specify attribution and credit requirements","Write out the exact credit line the licensee must use, the placement requirements (e.g., directly adjacent to the work, in the copyright notice, or in closing credits), and whether digital works require a hyperlink back to the licensor.","Require that attribution survive any permitted sublicenses — without this, sublicensees may strip the credit when they further distribute the work.",{"step":359,"title":360,"description":361,"tip":362},6,"Address sublicensing and assignment rights","State explicitly whether the licensee may sublicense or assign the rights, and if so, under what conditions. If sublicensing is permitted, require the licensee to flow down all material obligations and remain jointly liable for sublicensee breaches.","If the licensee is a platform or distributor, anticipate that they will need to sublicense to end users — draft the sublicensing clause to permit this specific use without opening up broader rights.",{"step":364,"title":365,"description":366,"tip":367},7,"Define the term and termination triggers","Set a specific start and end date, or state that the agreement runs until terminated. Specify the cure period for a material breach (typically 30 days), and include a wind-down provision allowing the licensee to sell off or transition existing inventory or distributed copies.","For digital products, define 'cease use' precisely — does it mean deleting all hosted copies, removing app store listings, or disabling active user accounts? Ambiguity here causes post-termination disputes.",{"step":369,"title":370,"description":371,"tip":372},8,"Sign before any use of the licensed work begins","Both parties must sign the agreement — and the licensor must countersign — before the licensee uses the work in any way. Using the work before signing creates an implied license that may be broader than the written terms.","For exclusive licenses, consider recording the agreement with the relevant copyright office (US Copyright Office, for example) — this provides constructive notice to third parties and strengthens enforcement.",[374,378,382,386,390,394],{"mistake":375,"why_it_matters":376,"fix":377},"Exclusive license granted without a registration or recordation","In the US, an exclusive licensee who does not record the license with the Copyright Office within one month of execution loses priority against a subsequent innocent purchaser of rights in the same work.","File a recordation of the exclusive license with the US Copyright Office promptly after execution. In other jurisdictions, confirm whether similar recording or registration mechanisms exist.",{"mistake":379,"why_it_matters":380,"fix":381},"Undefined or ambiguous revenue base for royalties","If 'Net Revenue' is not defined, parties calculate it differently — licensees deduct every possible cost while licensors expect a much higher base — producing years of underpayment and litigation.","Define 'Net Revenue' or 'Gross Revenue' precisely in the definitions clause, listing permitted deductions line by line, before referencing it anywhere in the payment section.",{"mistake":383,"why_it_matters":384,"fix":385},"Silent on territory — no geographic scope stated","Courts in most jurisdictions interpret a copyright license that is silent on territory as a worldwide grant, potentially far exceeding what the licensor intended and foreclosing future regional licensing deals.","Always state the territory explicitly — either 'worldwide' or a named list of countries or regions — in the grant-of-license clause.",{"mistake":387,"why_it_matters":388,"fix":389},"No wind-down or sell-off provision on termination","A licensee who has manufactured inventory, distributed apps, or published content faces immediate infringement liability if the contract requires instant cessation with no transition period.","Include a 60–90 day sell-off window for physical inventory and a reasonable transition period for digital products, with the licensee reporting on remaining copies and paying royalties through the wind-down period.",{"mistake":391,"why_it_matters":392,"fix":393},"Omitting the 'all rights not granted are reserved' reservation clause","Without an express reservation, some courts have found implied licenses covering uses the licensor never intended — particularly for derivative works and new formats not contemplated at the time of signing.","Add a clear reservation clause immediately after the grant: 'All rights in the Work not expressly granted herein are reserved exclusively to Licensor.'",{"mistake":395,"why_it_matters":396,"fix":397},"Using a trade name instead of the licensor's registered legal entity name","Copyright ownership vests in a legal person or entity. If the agreement names a brand name that is not a registered entity, the licensor may lack standing to sue for infringement under the contract.","Verify the licensor's registered legal entity name against corporate registry and copyright registration records before executing. Add a 'also known as [TRADE NAME]' parenthetical if the trade name is important to identify.",[399,402,405,408,411,414,417,420,423],{"question":400,"answer":401},"What is a copyright license agreement?","A copyright license agreement is a contract in which a copyright owner (the licensor) grants another party (the licensee) specific rights to use a protected work — such as text, images, music, software, or video — under defined conditions. Unlike a copyright assignment, a license does not transfer ownership; the licensor retains the copyright while the licensee receives a defined right to exploit the work. The agreement sets out what the licensee may do, where, for how long, and what they must pay in return.\n",{"question":403,"answer":404},"What is the difference between a copyright license and a copyright assignment?","A copyright license grants the right to use a work while the original creator retains ownership of the copyright. A copyright assignment permanently transfers ownership of the copyright from the creator to the buyer — the creator no longer holds any rights unless the assignment is limited or reversible. Creators who want to monetize their work while keeping long-term control should use a license; those selling outright should use an assignment agreement.\n",{"question":406,"answer":407},"What should a copyright license agreement include?","At minimum, the agreement should identify both parties and the licensed work precisely, define the scope of the license (exclusive or non-exclusive, territory, permitted uses, and duration), set out the fee or royalty structure with a defined revenue base, specify attribution requirements, address sublicensing rights, include representations and warranties that the licensor owns the copyright, and state the termination conditions and post-termination obligations.\n",{"question":409,"answer":410},"What is the difference between an exclusive and non-exclusive copyright license?","An exclusive license means only the named licensee may exercise the granted rights — the licensor cannot license the same rights to anyone else for the duration of the term. A non-exclusive license allows the licensor to grant identical rights to multiple parties simultaneously. Exclusive licenses typically command higher fees and are recorded with copyright offices to protect the licensee's priority. Non-exclusive licenses are common for stock photography, music libraries, and syndicated content.\n",{"question":412,"answer":413},"Does a copyright license agreement need to be in writing?","In the United States, an exclusive license must be in writing and signed by the copyright owner to be enforceable — an oral exclusive license is not valid. Non-exclusive licenses can theoretically be oral or implied from conduct, but written agreements are strongly recommended to avoid scope disputes. In the UK, Canada, and most EU jurisdictions, a written agreement is similarly required or strongly advised for any commercially significant license.\n",{"question":415,"answer":416},"Can a licensee sublicense the work to third parties?","Only if the copyright license agreement expressly permits it. Without explicit sublicensing rights, the licensee generally cannot grant further rights to third parties. When sublicensing is permitted, the original agreement should require the licensee to flow down all protective obligations to sublicensees and remain liable to the licensor for any sublicensee breach. Platforms and distributors typically require sublicensing rights to pass usage rights to end users.\n",{"question":418,"answer":419},"How are royalties typically calculated in a copyright license agreement?","Royalties are most commonly calculated as a percentage of Net Revenue or Gross Revenue generated from exploitation of the work — typically ranging from 5% to 25% depending on industry and work type. Music synchronization licenses often use a flat fee instead. The key is to define the revenue base precisely in the agreement: what deductions are permitted (returns, distribution costs, taxes), how revenue is reported, how frequently payments are made, and whether the licensor has the right to audit the licensee's records.\n",{"question":421,"answer":422},"What happens if the licensed work is infringed by a third party?","The licensor generally retains the primary right to enforce the copyright against third-party infringers, since they remain the copyright owner. An exclusive licensee typically has standing to sue for infringement within the scope of their exclusive rights, either alongside the licensor or independently in some jurisdictions. The agreement should address who bears enforcement costs, how infringement proceeds are shared, and what obligations each party has to notify the other of discovered infringement.\n",{"question":424,"answer":425},"Do I need a lawyer to draft a copyright license agreement?","For straightforward non-exclusive licenses with standard payment terms, a high-quality template is usually sufficient for most small businesses and independent creators. Legal review is strongly recommended when the license is exclusive, the work is commercially valuable or registered, the agreement involves international territories, the royalty structure is complex, or the licensee has significant bargaining power. A 1–2 hour attorney review typically costs $300–$700 and is worthwhile for any exclusive license or deal involving material ongoing royalties.\n",[427,431,435,439,443,447],{"industry":428,"icon_asset_id":429,"specifics":430},"Media and publishing","industry-media","Book, article, and image rights licensed by territory and language, with royalty escalators tied to sales thresholds and reversion clauses if the work goes out of print.",{"industry":432,"icon_asset_id":433,"specifics":434},"Music and entertainment","industry-entertainment","Synchronization, master, and mechanical licenses each covering distinct rights; flat-fee or per-stream royalty models; and performance rights organization (PRO) obligations running in parallel.",{"industry":436,"icon_asset_id":437,"specifics":438},"Software and technology","industry-saas","End-user license agreements (EULAs) embedded in software distribution; source-code licenses with strict sublicensing and modification restrictions; and open-source license compatibility requirements.",{"industry":440,"icon_asset_id":441,"specifics":442},"Marketing and advertising","industry-marketing","Campaign-specific licenses tied to defined media channels, geographic markets, and flight dates; usage fees that scale with audience size or media spend; and rights for derivative adaptations.",{"industry":444,"icon_asset_id":445,"specifics":446},"Education and e-learning","industry-education","Institutional licenses covering course materials, textbooks, and digital content for defined student populations, with restrictions on redistribution beyond enrolled learners.",{"industry":448,"icon_asset_id":449,"specifics":450},"Healthcare and life sciences","industry-healthtech","Licensing of clinical protocols, diagnostic algorithms, and medical imagery where regulatory compliance obligations and liability indemnification terms are especially material.",[452,455,458,461],{"vs":232,"vs_template_id":453,"summary":454},"copyright-assignment-agreement-D12741","A copyright assignment permanently transfers ownership of the copyright to the buyer — the original creator relinquishes all rights. A copyright license allows the creator to retain ownership while granting defined usage rights, often in exchange for ongoing royalties. Creators who want long-term control over their work should license rather than assign; buyers who need full ownership — such as employers acquiring work-for-hire output or companies purchasing a brand asset — need an assignment.",{"vs":58,"vs_template_id":456,"summary":457},"software-license-agreement-D12713","A software license agreement is a specialized copyright license designed for software products, covering end-user restrictions, installation rights, updates, support obligations, and liability limitations specific to software deployment. A general copyright license agreement is better suited to creative works — text, images, music, video — where software-specific provisions would be inappropriate or confusing.",{"vs":104,"vs_template_id":459,"summary":460},"publishing-agreement-D12739","A publishing agreement is a comprehensive contract between an author and a publisher covering editorial control, production, marketing, territory rights, advances, and royalties for a book or similar work. A copyright license agreement is more narrowly focused on the grant of specific rights and payment terms, without the full operational scope of a publishing relationship. Authors dealing with a commercial publisher need the fuller publishing agreement.",{"vs":462,"vs_template_id":463,"summary":464},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during negotiations or a business relationship — it does not grant any usage rights in copyrighted works. A copyright license agreement grants specific exploitation rights in a protected work. In practice, parties often sign an NDA before negotiating a copyright license, but the two documents serve entirely different legal functions.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Non-exclusive licenses for standard creative works where both parties are small businesses or independent creators","Free","30–60 minutes",{"best_for":471,"cost":472,"time":473},"Exclusive licenses, works with registered copyright, multi-territory deals, or complex royalty structures","$300–$700","2–5 days",{"best_for":475,"cost":476,"time":477},"High-value IP portfolios, publishing or entertainment deals, cross-border corporate licensing, or commercially sensitive technology","$1,500–$5,000+","1–3 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","Under the US Copyright Act (17 U.S.C. § 204), exclusive licenses must be in writing and signed by the copyright owner to be enforceable. Exclusive licensees should record the license with the US Copyright Office to establish priority over subsequent transfers. Moral rights protection is narrow in the US — limited to works of visual art under the Visual Artists Rights Act — so attribution obligations must be contractually specified. Copyright terms generally run 70 years after the author's death for works created after 1978.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Canada's Copyright Act grants both economic rights and moral rights; moral rights — including the right to attribution and integrity — cannot be assigned but can be waived in writing. Exclusive licenses should be in writing; non-exclusive licenses may be implied but a written agreement is strongly advised. Copyright term in Canada is life of the author plus 70 years as of 2022, aligning with the US and EU following the Canada-United States-Mexico Agreement (CUSMA). Quebec civil law may affect contract interpretation for agreements governed by Quebec law.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","Under the Copyright, Designs and Patents Act 1988, exclusive licenses must be in writing and signed by or on behalf of the copyright owner. UK law recognizes moral rights including the right to be identified as author and the right to object to derogatory treatment, but these rights must be asserted in writing and do not apply to all works. Post-Brexit, UK copyright operates independently from EU frameworks, though substantive protection levels remain broadly aligned. Copyright term is generally life plus 70 years.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU copyright is primarily harmonized by directives including the 2019 Copyright in the Digital Single Market Directive, though implementation varies by member state. Moral rights are recognized and generally stronger than in the US — in France they are perpetual and inalienable. Post-employment non-compete clauses in license agreements may require financial compensation to the other party in some member states. Platform liability and upload-filter obligations introduced by the 2019 Directive affect licensing terms for content platforms operating in the EU.",[233,236,246,463,500,501,502,243,503,504,505,239],"intellectual-property-assignment-D5229","independent-contractor-agreement-D160","service-agreement-D12711","website-service-agreement-terms-of-use-D840","joint-venture-agreement-D889","content-license-agreement-D13936",{"emit_how_to":191,"emit_defined_term":191},{"primary_folder":96,"secondary_folder":508,"document_type":509,"industry":510,"business_stage":511,"tags":512,"confidence":517},"intellectual-property-and-licensing","agreement","general","all-stages",[513,509,514,515,516],"intellectual-property","contract","copyright-license","licensing",0.95,"\u003Ch2>What is a Copyright License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Copyright License Agreement\u003C/strong> is a legally binding contract in which the owner of a copyright (the licensor) grants another party (the licensee) defined rights to use, reproduce, distribute, display, or adapt a protected creative work — without transferring ownership of the copyright itself. The agreement specifies whether the license is exclusive or non-exclusive, the geographic territory and duration of the rights, the permitted uses, and the fees or royalties the licensee must pay in return. It applies to any original work protected by copyright: written content, photographs, illustrations, music, software, video, architectural drawings, and more.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written copyright license agreement, any use of a third party's protected work is potential infringement — and any creator who allows another party to use their work without a contract risks losing control of how it is used, where it appears, and whether they get paid. Copyright infringement claims in the US can result in statutory damages of up to $150,000 per work for willful infringement, plus attorney fees. On the licensor's side, an informal handshake deal gives you no enforceable basis to collect royalties, demand attribution, prevent sublicensing, or terminate the arrangement if the licensee misuses the work. A properly executed copyright license agreement eliminates these risks by defining every material dimension of the relationship in advance — scope, payment, attribution, sublicensing, and what happens at the end — and giving both parties a concrete document to enforce if the relationship breaks down. This template provides a professionally structured starting point that works for most standard commercial licensing arrangements, with a clear path to legal review for higher-stakes deals.\u003C/p>\n",1781185945574]