[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-ip-license-agreement-D13357":3},{"document":4,"label":20,"preview":11,"thumb":21,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":22,"breadcrumb":26,"related":34,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"IP LICENSE AGREEMENT This IP License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF THE LICENSOR], (the \"Licensor\"), 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 LICENSEE], (the \"Licensee\"), 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 Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Patents related to [DETAILS OF PATENT] (defined herein as the Licensed Patents); and WHEREAS, the Licensee is desirous of obtaining Patents from the Licensor, and the Licensor is willing to grant to the Licensee, upon terms and conditions hereinafter set forth, a license to manufacture, use, sell and practice the methods described in the Licensed Technology (defined herein) encompassed by the Licensed Patents owned by the Licensor; 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 \"IP\" shall mean the Intellectual Property as described under this Agreement. \"License\" has the meaning as defined under the clause \"Grant of License.\" \"Licensed Technology\" shall mean a product and/or the practice of the methods described within the scope of one or more valid claims of one or more Licensed Patents. REPRESENTATIONS & WARRANTIES The Licensor warrants that it owns [PATENT DETAILS] and has the right to grant such Licenses as in this Agreement. The Licensor has full legal authority to provide the IP License Rights. There are no restrictions, legal or otherwise, which prevent the Licensor from entering into this Agreement. The representations and warranties in this section shall survive the signing of this document for the Term of the Agreement. The Licensee warrants that it has full legal authority and capacity to enter into this Agreement with the Licensor. The Licensee will only use the IP in accordance with the License granted under this Agreement. The Licensee shall always, during the Term of this Agreement, comply with and shall cause each of its affiliates to comply with the policies and standards of the Licensor for using the IP. Each Party warrants that it has the right to enter into this Agreement and that its performance will not violate any agreement between it and any third party. GRANT OF LICENSE To the extent the Licensor owns or controls such rights, the Licensor grants to the Licensee during the Term of this Agreement a non-exclusive, worldwide License to use the IP Rights, including, without limitation, the Marks and certain copyrighted works, each only in connection with the promotion of the Licensee's relationship with the Licensor in connection with advertising or promoting the Licensee's products and services, for use in Regulatory Filings, and for making or having made Approved Derivative Works. Except as set forth in this Agreement, such License as may be granted in this Agreement may not be assigned, pledged, encumbered or otherwise transferred by the Licensee, voluntarily or involuntarily, by operation of law or otherwise, without the Licensor's prior written consent, which consent may be withheld in the Licensor's sole discretion, and any attempt to do so in violation of this Agreement will be without legal effect and void under this Agreement. To the extent that the IP Rights licensed hereunder include any trade secrets, the Licensee shall not reveal, distribute or otherwise disclose the trade secrets to any third party. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. LIMITATIONS The Licensor retains all rights in the IP Rights not expressly granted in the License in this Agreement. The Licensee shall not use any designation as a part of its identification including, without limitation, in the name of a newly formed corporation or other entity or the name of a new product or service without the express, prior written consent of the Licensor, which consent may be granted or denied at the Licensor's discretion. The Licensee shall provide a thirty (30)-day written notice and request to the Licensor prior to any planned use of the IP Rights as described in this section, and the failure on the part of the Licensor to respond within that thirty (30)-day period shall be presumed to operate as a rejection of such request. The Licensor does not grant to the Licensee, and nothing is this Agreement shall be construed as granting to the Licensee, the right to license, sublicense or authorize others to use the IP. TERM AND TERMINATION TERM: The Term of the Agreement is until the [DATE] of the Licensed Patents from the Effective Date of this Agreement. TERMINATION: In the event of a noncompliance with any material term or condition of this Agreement by either Party, the other Party, in addition to any other remedies it may have, may terminate this Agreement by a written notice to the breaching Party specifying such non-compliance. This Agreement shall terminate automatically [NUMBER OF DAYS] days unless the breaching Party cures the breach within such [NUMBER OF DAYS]-day period. The present Agreement shall be automatically terminated at the expiration of the period of the present Agreement unless the Agreement is renewed at the end of the mentioned Term. However, both Parties shall have the right to terminate the present Agreement by providing each other with a prior written notice of [NUMBER OF DAYS] days. Termination of this Agreement shall not release either Party from its obligations arising under this Agreement prior to the effective date of termination. Termination by any Party shall not affect the rights and obligations of either Party which accrued before the Effective Date of the termination and does not affect any obligations of confidentiality covered by this Agreement. CONFIDENTIAL INFORMATION AND NON-DISCLOSURE The Parties understand that some information may be of a confidential and sensitive nature. The Parties agree not to discuss or disclose information associated with this Agreement.",null,"IP License Agreement","6",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/ip-license-agreement-D13357.png","https://templates.business-in-a-box.com/imgs/250px/13357.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13357.xml",{"title":15,"description":6},"ip license agreement",[17],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/","IP License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/13357.png",[23,17],{"label":24,"url":25},"Templates","/templates/",[27,28,31],{"label":24,"url":25},{"label":29,"url":30},"Legal Agreements","/templates/business-legal-agreements/",{"label":32,"url":33},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[35,39,43,47,51,55,59,63,67,71,75,79,83,100,115,128,142,155],{"label":36,"url":37,"thumb":38,"extension":10},"IP Sale Agreement","/template/ip-sale-agreement-D964","https://templates.business-in-a-box.com/imgs/250px/964.png",{"label":40,"url":41,"thumb":42,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":44,"url":45,"thumb":46,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":48,"url":49,"thumb":50,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":52,"url":53,"thumb":54,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":56,"url":57,"thumb":58,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":60,"url":61,"thumb":62,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":64,"url":65,"thumb":66,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":68,"url":69,"thumb":70,"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":72,"url":73,"thumb":74,"extension":10},"End User License Agreement","/template/end-user-license-agreement-D13011","https://templates.business-in-a-box.com/imgs/250px/13011.png",{"label":76,"url":77,"thumb":78,"extension":10},"Intellectual Property License Agreement","/template/intellectual-property-license-agreement-D13718","https://templates.business-in-a-box.com/imgs/250px/13718.png",{"label":80,"url":81,"thumb":82,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.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},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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 \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. 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},[93,95],{"label":29,"url":94},"business-legal-agreements",{"label":96,"url":97},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":9,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":114},"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":108,"description":6},"non disclosure agreement nda",[110,111],{"label":29,"url":94},{"label":112,"url":113},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":116,"descriptionCustom":6,"label":117,"pages":86,"size":118,"extension":10,"preview":119,"thumb":120,"svgFrame":121,"seoMetadata":122,"parents":123,"keywords":126,"url":127},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), 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: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[124,125],{"label":29,"url":94},{"label":29,"url":94},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":129,"descriptionCustom":6,"label":130,"pages":8,"size":131,"extension":10,"preview":132,"thumb":133,"svgFrame":134,"seoMetadata":135,"parents":136,"keywords":140,"url":141},"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",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},[137],{"label":138,"url":139},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":9,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":150,"url":154},"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":150,"description":6},"it service agreement",[152,153],{"label":29,"url":94},{"label":29,"url":94},"/template/it-service-agreement-D13422",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":159,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":166,"keywords":169,"url":170},"CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Owner\"), 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: [RECIPIENT NAME] (the \"Recipient\"), 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] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: WHEREAS, Recipient has requested information from Owner in connection with consideration of a possible transaction or relationship between Recipient and Owner. WHEREAS, in the course of consideration of the possible transaction or relationship, Owner may disclose to Recipient confidential, important, and/or proprietary trade secret information concerning Owner and its activities. THEREFORE, the parties agree to enter into a confidential relationship with respect to the disclosure by Owner to Recipient of certain information. Confidential Information Owner proposes to disclose certain of its confidential and proprietary information (the Confidential Information\") to Recipient. Confidential Information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information disclosed or submitted, orally, in writing, or by any other media, to Recipient by Owner. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require Owner to disclose any of its information. For purposes of this Agreement, the term \"Recipient\" shall include Recipient, the company he or she represents, and all affiliates, subsidiaries, and related companies of Recipient. For purposes of this Agreement, the term \"Representative\" shall include Recipient's directors, officers, employees, agents, and financial, legal, and other advisors. Exclusions Confidential Information does not include information that Recipient can demonstrate: (a) was in Recipient's possession prior to its being furnished to Recipient under the terms of this Agreement, provided the source of that information was not known by Recipient to be bound by a confidentiality agreement with or other continual, legal or fiduciary obligation of confidentiality to Owner; (b) is now, or hereafter becomes, through no act or failure to act on the part of Recipient, generally known to the public; (c) is rightfully obtained by Recipient from a third party, without breach of any obligation to Owner; or (d) is independently developed by Recipient without use of or reference to the Confidential Information. Recipient's Obligations Recipient agrees that the Confidential Information is to be considered confidential and proprietary to Owner and Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with Owner, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from Owner to any other party whatsoever except with the specific prior written authorization of Owner. Confidential Information furnished in tangible form shall not be duplicated by Recipient except for purposes of this Agreement. Upon the request of Owner, Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within [NUMBER] days of such request. At Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by Recipient. Recipient shall provide a written certificate to Owner regarding destruction within [NUMBER] days thereafter. Term The obligations of Recipient herein shall be effective [Non-Disclosure Period] from the date Owner last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between Owner and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law. Confidentiality Recipient and its Representatives shall not disclose any of the Confidential Information in any manner whatsoever, except as provided in Articles 6 and 7 of this Agreement, and shall hold and maintain the Confidential Information in strictest confidence. Recipient hereby agrees to indemnify Owner against any and all losses, damages, claims, expenses, and attorneys' fees incurred or suffered by Owner as a result of a breach of this Agreement by Recipient or its Representatives. Permitted Disclosures Recipient may disclose Owner's Confidential Information to Recipient's responsible Representatives with a bona fide need to know such Confidential Information, but only to the extent necessary to evaluate or carry out a proposed transaction or relationship with Owner and only if such employees are advised of the confidential nature of such Confidential Information and the terms of this Agreement and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such Confidential Information. Required Disclosures Recipient may disclose Owner's Confidential Information if and to the extent that such disclosure is required by court order, provided that Recipient provides Owner a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure. Use Recipient and its Representatives shall use the Confidential Information solely for the purpose of evaluating a possible transaction or relationship with Owner and shall not in any way use the Confidential Information to the detriment of Owner. No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information","Confidentiality Agreement","5",56,"https://templates.business-in-a-box.com/imgs/1000px/confidentiality-agreement-D950.png","https://templates.business-in-a-box.com/imgs/250px/950.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#950.xml",{"title":164,"description":165},"Confidentiality Agreement - Template & Sample Form | Business-in-a-Box","Confidentiality Agreement Template Sample � Download Now! Simply fill-in the blanks and print in minutes! Instant Access to 1,800 business and legal forms. Download samples of professional documents in Word (.doc) and Excel (.xls) format.",[167,168],{"label":29,"url":94},{"label":112,"url":113},"confidentiality agreement","/template/confidentiality-agreement-D950",false,{"seo":173,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":249,"clauses":286,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":456,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":515,"classification":516},{"meta_title":174,"meta_description":175,"primary_keyword":176,"secondary_keywords":177},"IP License Agreement Template | BIB","Free IP license agreement template covering scope, royalties, exclusivity, sublicensing, and termination. Download in Word, edit online, or export as PDF.","ip license agreement template",[178,179,180,181,182,183,184,185],"intellectual property license agreement template","ip licensing agreement template free","ip license agreement word","software license agreement template","technology license agreement template","trademark license agreement template","patent license agreement template","ip licensing contract template",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":171},"advanced",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"An IP License Agreement is a legally binding contract in which an intellectual property owner (licensor) grants another party (licensee) the right to use, reproduce, distribute, or commercialize specified IP — such as patents, trademarks, software, or copyrighted works — under defined conditions. This free Word download covers scope, exclusivity, royalties, sublicensing rights, warranties, and termination in a single document you can edit online and export as PDF.\n","Use it when a business or individual wants to monetize IP they own without transferring ownership, or when a company needs to legally use another party's IP in its products, services, or operations. It is required any time you want enforceable control over how your IP is used and compensated.\n","Identification of the licensed IP, grant of rights and exclusivity terms, royalty structure and payment schedule, sublicensing permissions, representations and warranties, confidentiality obligations, audit rights, infringement response procedures, and termination conditions with post-termination obligations.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"Software companies","Licensing proprietary software or APIs to enterprise customers or partners","persona-startup-founder",{"title":203,"use_case":204,"icon_asset_id":205},"Inventors and patent holders","Granting manufacturers the right to produce and sell patented products","persona-small-business-owner",{"title":207,"use_case":208,"icon_asset_id":209},"Brand owners and franchisors","Authorizing third parties to use trademarks on products or in marketing","persona-franchise-applicant",{"title":211,"use_case":212,"icon_asset_id":213},"Content creators and publishers","Licensing copyrighted written, visual, or audio content to media companies","persona-freelancer",{"title":215,"use_case":216,"icon_asset_id":217},"Universities and research institutions","Commercializing research outputs and patented technologies with industry partners","persona-nonprofit-exec",{"title":219,"use_case":220,"icon_asset_id":221},"Technology startups","Securing a license to use third-party IP in their core product without acquiring it outright","persona-ceo",[223,226,230,234,237,241,245],{"situation":224,"recommended_template":60,"slug":225},"Licensing software to end users or enterprise clients","software-license-agreement-D12928",{"situation":227,"recommended_template":228,"slug":229},"Allowing a third party to use your trademark on their products","Trademark License Agreement","trademark-license-agreement-D5230",{"situation":231,"recommended_template":232,"slug":233},"Granting rights to manufacture using a patented invention","Patent License Agreement","patent-license-agreement-D967",{"situation":235,"recommended_template":48,"slug":236},"Licensing creative works such as images, music, or written content","copyright-license-agreement-D12742",{"situation":238,"recommended_template":239,"slug":240},"Transferring full IP ownership permanently to another party","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":242,"recommended_template":243,"slug":244},"Licensing IP exclusively to a single party in a defined territory","Exclusive License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":246,"recommended_template":247,"slug":248},"Sharing technology between two companies on a reciprocal basis","Cross-License Agreement","license-agreement-D1180",[250,253,256,259,262,265,268,271,274,277,280,283],{"term":251,"definition":252},"Licensor","The party who owns the intellectual property and grants permission to another party to use it under defined terms.",{"term":254,"definition":255},"Licensee","The party receiving the right to use the licensor's intellectual property, subject to the agreement's conditions.",{"term":257,"definition":258},"Exclusive License","A grant of rights that prevents the licensor from licensing the same IP to any other party within the defined scope, territory, or field of use.",{"term":260,"definition":261},"Non-Exclusive License","A grant of rights that permits the licensor to simultaneously license the same IP to multiple parties.",{"term":263,"definition":264},"Royalty","Ongoing compensation paid by the licensee to the licensor, typically calculated as a percentage of net sales or a fixed fee per unit or use.",{"term":266,"definition":267},"Field of Use","A contractual restriction limiting how and in what markets the licensee may exercise the licensed rights — for example, 'commercial automotive applications only'.",{"term":269,"definition":270},"Sublicensing","The licensee's right to grant some or all of its licensed rights to a third party, which must be explicitly permitted in the agreement.",{"term":272,"definition":273},"Milestone Payment","A lump-sum payment triggered when the licensee achieves a defined commercial or development milestone, such as first commercial sale or regulatory approval.",{"term":275,"definition":276},"Upfront Fee","A one-time payment made by the licensee at signing, sometimes called a signing fee or license initiation fee, separate from ongoing royalties.",{"term":278,"definition":279},"Audit Rights","A contractual provision allowing the licensor to inspect the licensee's sales records and royalty calculations, typically with reasonable notice and frequency limits.",{"term":281,"definition":282},"IP Assignment","A permanent transfer of IP ownership from one party to another — distinct from licensing, which grants rights while the licensor retains ownership.",{"term":284,"definition":285},"Termination for Cause","The right to end the agreement immediately upon specified breaches, such as non-payment of royalties, insolvency, or challenge to the licensor's IP ownership.",[287,292,297,302,307,312,317,322,327,332],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Grant of rights","Defines exactly which IP is licensed, the scope of permitted uses, whether the license is exclusive or non-exclusive, and the territory in which rights apply.","Licensor hereby grants to Licensee a [exclusive / non-exclusive], non-transferable license under [PATENT NOS. / TRADEMARK REG. NOS. / COPYRIGHT WORKS] to [USE / MAKE / SELL / REPRODUCE] the Licensed IP solely within [TERRITORY] and for the Field of Use described in Schedule A.","Omitting a specific field-of-use restriction. Without it, the licensee may lawfully use the IP in markets the licensor intended to reserve for itself or for other licensees.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Exclusivity and reservations","States whether the license is exclusive, sole, or non-exclusive, and explicitly preserves any rights the licensor retains — including the right to use the IP itself.","This license is exclusive within the Field of Use and Territory. Notwithstanding exclusivity, Licensor retains the right to practice the Licensed IP for its own internal research and development purposes.","Granting exclusivity without carving out the licensor's own right to use the IP. If the licensor later uses its own patent commercially, the licensee may claim breach.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Royalties and payment terms","Sets out the royalty rate or fee structure, the payment calculation method, reporting frequency, and the currency in which payments are due.","Licensee shall pay Licensor a royalty of [X]% of Net Sales, payable quarterly within [30] days following the end of each calendar quarter. 'Net Sales' means gross invoiced amounts less [returns, discounts, and taxes].","Failing to define 'Net Sales' with specificity. Without a clear definition, licensees often deduct expenses the licensor never intended to exclude, systematically understating royalties owed.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Milestone and upfront payments","Specifies any lump-sum payment due at signing and any milestone-based payments triggered by defined commercial or regulatory events.","Licensee shall pay an upfront license fee of $[AMOUNT] within [10] business days of execution. Additional milestone payments shall be due as follows: $[AMOUNT] upon [MILESTONE], $[AMOUNT] upon [MILESTONE].","Setting milestones that are ambiguous or outside the licensee's direct control. Disputed milestones are among the most litigated provisions in IP license agreements.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Sublicensing rights","States whether the licensee may grant rights to third parties, and if so, under what conditions and with what approval or notification requirements.","Licensee [may / may not] sublicense the rights granted herein without Licensor's prior written consent. Any permitted sublicense shall be on terms no less protective of Licensor's rights than those set forth in this Agreement, and Licensee shall remain liable for any sublicensee's breach.","Permitting sublicensing without requiring the licensee to remain responsible for sublicensee conduct. If a sublicensee infringes or fails to pay, the licensor has no direct recourse without this provision.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Intellectual property ownership and improvements","Confirms that the licensor retains ownership of the underlying IP and addresses who owns any improvements or derivatives created by the licensee during the license term.","Licensee acknowledges that all right, title, and interest in the Licensed IP remains with Licensor. Any improvement, modification, or derivative work created by Licensee relating to the Licensed IP shall be [owned by Licensor / jointly owned / owned by Licensee, subject to a grant-back license to Licensor].","Leaving improvements ownership silent. If not addressed, the licensee may own a patentable improvement and use it to block or compete with the licensor.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Representations, warranties, and disclaimers","Sets out what each party represents as true at signing — including the licensor's ownership of the IP and authority to license it — and limits implied warranties.","Licensor represents and warrants that it has full right and authority to grant the licenses herein and is not aware of any pending claim that the Licensed IP infringes the rights of any third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE LICENSED IP IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND.","Omitting a warranty of non-infringement entirely. If a third party later challenges the IP and the licensee faces an infringement claim, the absence of this warranty leaves the licensee without a contractual indemnification claim against the licensor.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Audit rights and record-keeping","Grants the licensor the right to inspect the licensee's sales records and royalty calculations at reasonable intervals to verify compliance.","Licensee shall maintain complete and accurate records of all transactions relevant to royalty calculations for [3] years. Licensor may, upon [30] days' written notice, audit such records no more than once per calendar year. Costs of audit borne by [Licensor / Licensee if underpayment exceeds X%].","No audit rights clause at all, or one that allows unlimited audits without notice. Without a floor and ceiling, audits become either impossible to enforce or a harassment tool.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Term and termination","Defines the duration of the license, conditions under which either party may terminate, and the consequences of termination — including what the licensee must stop doing and what survives.","This Agreement commences on the Effective Date and continues for [X] years unless earlier terminated. Either party may terminate for cause upon [30] days' written notice if the other party materially breaches and fails to cure within the notice period. Upon termination, Licensee shall cease all use of the Licensed IP and destroy or return all related materials.","No post-termination obligations on the licensee. Without explicit language requiring cessation of use and destruction of materials, licensees sometimes continue using licensed IP after termination.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — typically arbitration or litigation in a named venue.","This Agreement shall be governed by the laws of [STATE / COUNTRY]. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / ICC / LCIA] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction to protect IP rights.","Choosing a governing law with no connection to where either party operates or where the IP is registered. Enforcement of judgments or arbitral awards becomes significantly harder when the forum has no nexus to the dispute.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify and describe the licensed IP precisely","List every patent number, trademark registration, copyright work, or software component being licensed. Vague descriptions like 'our technology' create disputes about what is and is not covered.","Attach a Schedule A that lists IP by registration number, title, and jurisdiction — this becomes the authoritative reference if any dispute arises.",{"step":344,"title":345,"description":346,"tip":347},2,"Choose exclusivity and define the field of use","Decide whether the license is exclusive, sole, or non-exclusive, and state explicitly the field of use and territory. These two parameters determine the economic value of the license and must be unambiguous.","If offering multiple licensees in different markets, use distinct field-of-use definitions for each — overlapping fields are the most common trigger for licensee disputes.",{"step":349,"title":350,"description":351,"tip":352},3,"Set the royalty rate and define net sales","Enter the royalty percentage or per-unit fee, the payment frequency (quarterly is standard), and a precise definition of 'Net Sales' including which deductions are permitted.","Industry royalty rates vary widely — software IP typically runs 5–15% of net revenue, while pharmaceutical patents can exceed 20%. Research comparable benchmarks before setting your rate.",{"step":354,"title":355,"description":356,"tip":357},4,"Specify upfront fees and milestone payments","Enter any signing fee and list milestone payments with their triggering events defined in measurable, objective terms — first commercial sale, regulatory approval, or reaching a defined unit volume.","Tie milestones to events the licensee controls directly. Milestones dependent on third-party actions (e.g., regulatory approval timelines) should include a grace period.",{"step":359,"title":360,"description":361,"tip":362},5,"Address sublicensing, improvements, and grant-backs","Explicitly state whether sublicensing is permitted and under what conditions. Address who owns improvements the licensee makes to the IP, and whether a grant-back license to the licensor is required.","If granting a grant-back license, specify whether it is exclusive or non-exclusive and royalty-bearing — silence on this point has generated significant litigation.",{"step":364,"title":365,"description":366,"tip":367},6,"Set audit rights and record-keeping requirements","Define how long the licensee must retain royalty records (typically 3 years), how frequently audits can occur, and who bears audit costs if a material underpayment is discovered.","A threshold of 5% underpayment shifting costs to the licensee is industry standard and incentivizes accurate reporting without making audits punitive.",{"step":369,"title":370,"description":371,"tip":372},7,"Define term, termination triggers, and post-termination obligations","Set the license duration, the cure period for material breaches, immediate termination triggers (insolvency, IP challenge), and specific post-termination obligations such as ceasing use and returning materials.","Include a license survival clause for any sublicenses granted before termination if you want those sublicensees to continue operating — absent this, sublicenses terminate automatically with the master license.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute before any use of the licensed IP begins","Both parties must sign the agreement before the licensee exercises any licensed rights. Use of IP prior to a signed agreement can create implied license arguments that undermine the written terms.","Store the fully executed agreement alongside the IP registration documents so ownership and license status are always documented together.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Vague identification of the licensed IP","If the agreement refers to 'the company's software' without specifying version, module, or registration, the parties will disagree on what is actually licensed when a dispute arises.","List every IP asset by name, registration number, and jurisdiction in a Schedule A attached to and incorporated into the agreement.",{"mistake":384,"why_it_matters":385,"fix":386},"No field-of-use restriction","Without a field-of-use limitation, an exclusive licensee may lawfully expand into markets the licensor intended to serve directly or license to others, destroying the licensor's revenue strategy.","Define the permitted field of use and territory with the same precision you would use to describe a geographic or product market in a commercial contract.",{"mistake":388,"why_it_matters":389,"fix":390},"Undefined 'Net Sales' in the royalty clause","Licensees routinely deduct freight, returns, intercompany transfers, and bundled product discounts that inflate deductions and reduce royalties owed — sometimes by 30–40%.","List every permitted deduction explicitly in the definition of Net Sales and include a catch-all that bars any other deductions not listed.",{"mistake":392,"why_it_matters":393,"fix":394},"Granting sublicensing rights without liability flow-through","If the licensee can sublicense freely and the sublicensee infringes or fails to pay, the licensor has no contractual claim against the sublicensee and the licensee may disclaim responsibility.","Require that any sublicense include terms at least as protective as the master agreement and state that the licensee remains jointly liable for all sublicensee obligations.",{"mistake":396,"why_it_matters":397,"fix":398},"No IP challenge termination right","If the licensee challenges the validity of the licensed patent or trademark while continuing to pay reduced royalties, the licensor may be unable to terminate — leaving them locked into a below-market deal during litigation.","Include an explicit termination right triggered if the licensee directly or indirectly challenges the validity or ownership of the licensed IP.",{"mistake":400,"why_it_matters":401,"fix":402},"Omitting post-termination use restrictions","Without a clear obligation to cease use and destroy or return materials, licensees sometimes continue using IP after termination, claiming the agreement was ambiguous on this point.","Add a post-termination clause requiring the licensee to certify in writing within 30 days that all use has ceased and all licensed materials have been destroyed or returned.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is an IP license agreement?","An IP license agreement is a contract in which an intellectual property owner (the licensor) grants another party (the licensee) the right to use specified IP — such as a patent, trademark, software, or copyrighted work — under defined conditions, in exchange for royalties or fees. Unlike an assignment, a license does not transfer ownership; the licensor retains title to the IP throughout and after the agreement.\n",{"question":408,"answer":409},"What types of intellectual property can be licensed?","Patents, trademarks, copyrights, trade secrets, software, databases, domain names, and know-how can all be licensed. Each type of IP has distinct legal characteristics that affect how the license is structured — patent licenses often include field-of-use restrictions, trademark licenses typically require quality-control provisions, and software licenses address permitted use and reverse engineering restrictions.\n",{"question":411,"answer":412},"What is the difference between an exclusive and a non-exclusive license?","An exclusive license grants the licensee the sole right to use the IP within the defined scope — the licensor cannot grant the same rights to anyone else, and may not exercise those rights itself unless the agreement expressly reserves that right. A non-exclusive license allows the licensor to grant identical rights to multiple parties simultaneously. Exclusive licenses command higher royalties and upfront fees because they give the licensee a competitive advantage.\n",{"question":414,"answer":415},"What is a reasonable royalty rate for an IP license?","Royalty rates vary significantly by industry and IP type. Software and technology licenses typically run 5–15% of net revenue; pharmaceutical and biotech patent licenses often range from 2–10% at product stage and can exceed 20% for breakthrough compounds. Trademark licenses (such as franchises) typically run 1–8% of gross sales. The Georgia-Pacific factors, a 15-factor test used in US patent litigation, provides a framework for determining a reasonable royalty when parties cannot agree.\n",{"question":417,"answer":418},"What is the difference between an IP license agreement and an IP assignment?","A license grants the right to use IP while the licensor retains ownership — it is a permission, not a sale. An assignment permanently transfers full ownership of the IP to the assignee. Licensors choose licensing when they want ongoing royalty income, wish to maintain control over how the IP is used, or want to license the same IP to multiple parties. Assignment is appropriate when the seller wants a clean exit and has no further interest in the IP.\n",{"question":420,"answer":421},"Do I need a lawyer to draft an IP license agreement?","For straightforward non-exclusive licenses involving low-value IP, a well-structured template is often sufficient as a starting point. Engaging an IP attorney is strongly recommended when the IP is central to your business model, the license is exclusive, the royalty stream is material, or the licensee operates in multiple jurisdictions. Attorney fees for a reviewed license agreement typically run $500–$2,500 depending on complexity — far less than the cost of an underpayment dispute or post-termination infringement claim.\n",{"question":423,"answer":424},"Can an IP license agreement be terminated early?","Yes. Most IP license agreements include termination for cause — typically triggered by material breach (including non-payment of royalties), insolvency, or challenge to the licensed IP's validity — as well as optional termination for convenience with advance notice if the parties agree to include it. Courts in most jurisdictions will enforce a well- drafted termination clause as written, provided the triggering events are clearly defined and cure periods are reasonable.\n",{"question":426,"answer":427},"What happens to sublicenses when a master IP license is terminated?","Under common-law default rules in most jurisdictions, sublicenses terminate automatically when the master license ends, because the sublicensor cannot grant rights it no longer holds. To protect sublicensees from this result — particularly in software distribution chains — parties often include a survival clause confirming that sublicenses granted in compliance with the master agreement survive its termination. Absent such a clause, sublicensees face immediate infringement exposure.\n",{"question":429,"answer":430},"Is an IP license agreement enforceable across international borders?","IP rights are territorial — a US patent license does not automatically grant rights in Germany, and a UK trademark license does not extend to Canada. Cross-border agreements should specify the territories covered, reference the specific IP registrations in each jurisdiction, and select a governing law and dispute resolution forum with genuine connection to the parties. For broad international licenses, consider separate country- or region-specific schedules to address local statutory requirements.\n",[432,436,440,444,448,452],{"industry":433,"icon_asset_id":434,"specifics":435},"Technology / SaaS","industry-saas","Source code escrow provisions, API rate limits, SLA references, and restrictions on reverse engineering are standard additions for software IP licenses.",{"industry":437,"icon_asset_id":438,"specifics":439},"Pharmaceuticals and biotech","industry-healthtech","Regulatory milestone payments tied to FDA or EMA approval stages, sublicensing to distribution partners, and diligence obligations requiring the licensee to actively commercialize the IP.",{"industry":441,"icon_asset_id":442,"specifics":443},"Consumer goods and retail","industry-retail","Trademark quality-control provisions requiring licensor approval of product samples, labeling standards, and minimum sales guarantees to maintain exclusivity.",{"industry":445,"icon_asset_id":446,"specifics":447},"Media and entertainment","industry-marketing","Copyright licenses covering specific formats (streaming, print, broadcast), territory splits by language or region, and moral rights waivers in jurisdictions that recognize them.",{"industry":449,"icon_asset_id":450,"specifics":451},"Manufacturing","industry-manufacturing","Patent licenses covering manufacturing processes often include field-of-use limits by end product category, output-based royalties, and most-favored-licensee pricing clauses.",{"industry":453,"icon_asset_id":454,"specifics":455},"Professional Services","industry-professional-services","Consulting and advisory firms licensing proprietary methodologies or assessment tools typically require confidentiality around the methodology and limit the number of permitted users per license.",[457,460,464,467],{"vs":239,"vs_template_id":458,"summary":459},"intellectual-property-assignment-agreement-D13358","An IP assignment permanently transfers ownership of the intellectual property to the buyer — after signing, the original owner has no further rights. An IP license grants usage rights while the licensor retains ownership and can continue earning royalties. Choose a license when you want ongoing income or to license the same IP to multiple parties; choose an assignment when you want a clean exit and full consideration upfront.",{"vs":461,"vs_template_id":462,"summary":463},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during negotiations or a business relationship but does not grant any right to use the information commercially. An IP license agreement is the document that actually grants those usage rights. In most IP transactions, an NDA is signed first to allow due diligence, followed by the license agreement to formalize the commercial relationship.",{"vs":60,"vs_template_id":465,"summary":466},"software-license-agreement-D13356","A software license agreement is a specialized form of IP license focused on software products — covering permitted installations, user counts, reverse-engineering restrictions, and SLA terms. A general IP license agreement covers a broader range of IP types including patents, trademarks, and copyrights. Use the software-specific template when licensing a software product; use the general IP license when the subject matter spans multiple IP categories or involves non-software IP.",{"vs":117,"vs_template_id":468,"summary":469},"joint-venture-agreement-D13319","A joint venture agreement creates a shared business entity or collaboration between two parties, often including cross-licensing of IP as one component. An IP license agreement is a standalone commercial contract governing only the IP usage rights. If the parties intend to collaborate on developing new IP together, a joint venture or co-development agreement is more appropriate than a simple license.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Non-exclusive licenses for relatively straightforward IP such as logos, content, or non-core software tools","Free","30–60 minutes",{"best_for":476,"cost":477,"time":478},"Exclusive licenses, material royalty streams, cross-border arrangements, or IP central to the business model","$500–$2,500","3–7 days",{"best_for":480,"cost":481,"time":482},"Complex multi-patent licenses, pharmaceutical or biotech commercialization deals, or licenses with significant milestone and equity components","$3,000–$15,000+","2–6 weeks",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","US patent and copyright licenses are governed by federal law (35 U.S.C. for patents, 17 U.S.C. for copyright), while trademark licenses and trade secret protections involve a mix of federal and state law. Courts in some states — notably Delaware and New York — are preferred for governing-law clauses due to their predictable commercial jurisprudence. Non-exclusive patent licensees generally cannot sue for infringement without the patentee joining the suit, which should be addressed in the agreement.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","Canadian IP rights are governed federally under the Patent Act, Trade-marks Act, and Copyright Act, but contractual disputes are subject to provincial common law (or Quebec civil law). Quebec contracts should be available in French for Quebec-based licensees under the Charter of the French Language. Copyright moral rights in Canada cannot be assigned but can be waived — a waiver clause is important for content licenses.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","UK IP licenses are governed by the Patents Act 1977, Trade Marks Act 1994, and Copyright, Designs and Patents Act 1988. Exclusive patent licensees in the UK have statutory standing to sue for infringement in their own name, unlike in the US. Post-Brexit, separate provisions are required for rights in the EU versus Great Britain, as EU trademark and design registrations no longer extend to the UK.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","EU technology transfer agreements are subject to the Technology Transfer Block Exemption Regulation (TTBER), which sets safe harbors and restrictions on certain license terms — including limitations on passive sales, price-fixing, and territorial protections that may restrict competition. GDPR considerations apply when licensed software or databases process personal data. Unitary Patent protection (effective 2023) allows a single patent license to cover most EU member states, simplifying cross-border arrangements.",[505,225,462,506,507,508,509,510,511,512,513,514],"intellectual-property-assignment-D5229","joint-venture-agreement-D889","independent-contractor-agreement-D160","it-service-agreement-D13422","confidentiality-agreement-D950","master-service-agreement-D12657","distribution-agreement-D12544","partnership-agreement-D12551","cease-and-desist-letter-D12916","consulting-agreement---long-D12543",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":94,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"intellectual-property-and-licensing","agreement","general","all-stages",[522,523,524,525,526],"intellectual-property","contract","legal","licensing","ip-license",0.95,"\u003Ch2>What is an IP License Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>IP License Agreement\u003C/strong> is a legally binding contract in which an intellectual property owner — the licensor — grants a second party — the licensee — defined rights to use, reproduce, distribute, or commercialize specified intellectual property, such as patents, trademarks, copyrighted works, or proprietary software, in exchange for royalties, fees, or other agreed consideration. The critical distinction from a sale is that a license transfers usage rights only: the licensor retains full ownership of the underlying IP throughout the term and after it ends. The agreement governs every dimension of that permission — what the licensee can do, where, for how long, on what financial terms, and what happens when the relationship ends.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a signed IP license agreement exposes both parties to serious legal and financial risk. A licensor who permits use of its IP without a written agreement has no enforceable mechanism to collect royalties, restrict competitors from obtaining the same rights, or reclaim the IP if the licensee misuses it. Courts in most jurisdictions will imply a license from conduct — but the scope, exclusivity, and payment terms of an implied license are determined by a judge, not by you. For the licensee, operating without a formal agreement means the licensor can revoke permission at any time, leaving products pulled from market, customer commitments broken, and development investment stranded. A properly drafted IP license agreement fixes the scope of rights, locks in the financial terms, protects both parties if the IP is challenged by a third party, and creates a clear exit path when the relationship concludes. This template gives you a structured, attorney-reviewed starting point that covers every material provision — saving weeks of drafting time and ensuring nothing critical is left unaddressed.\u003C/p>\n",1778773511898]