[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-license-agreement-contract-of-license-right-to-customer-D1023":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"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":15,"keywords":22},"LICENSE AGREEMENT This License Agreement is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Client\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] LICENSE AGREEMENT by and between [COMPANY NAME], having offices at [FULL ADDRESS], [STATE/PROVINCE] Province of [STATE/PROVINCE], and (\"Customer\"), having offices at [SPECIFY], is made and entered into as of the [DATE] day of, [DATE]. For each Program the applicable Supplement shall specify: (i) the Hardware (including the central processing unit (s) (CPU), (ii) the Operating System Software, (iii) the total fees, (iv) the number of permitted clients and/or users with unique logins (if any), and (v) the Site. LICENSE For each Program, and related documentation, listed on a supplement, [COMPANY NAME] grants to Customer a perpetual, non-exclusive, nontransferable license, to Use, and allow its Affiliates (for so long as they are Affiliates) to use, the Program solely for its and its Affiliates internal administrative purposes on the Hardware and Operating System Software at the Site, subject to restrictions set forth on the applicable supplement. In this Agreement (a) \"Documentation\" means user guides, operating manuals, and specifications, whether in print or machine readable media, in effect as of the date of shipment, (b) \"Use\" means to load, execute, employ, utilize, store or display the Program, (c) \"Affiliates\" means any company controlling, controlled by or under common control with, Customer, and (d) \"Server\" means one or more interconnected computer hardware systems configured to run the Program(s). Copying or Use of the Program or Documentation other than as expressly authorized by this Agreement is not permitted. Customer may delegate authority to execute supplements to any affiliate. Customer shall ensure that its Affiliates comply with the terms of this Agreement and will be liable for any breach by any Affiliate. The Program may be transferred temporarily to a backup computer if the Hardware is inoperative. The Program may also be transferred to computer hardware or used with an operating system, other than the specified Hardware or Operating System Software, subject to [COMPANY NAME]'s transfer policies and fees then in effect. Customer may make a reasonable number of copies of the Program exclusively for testing, disaster recovery, inactive back-up or archival purposes. As soon as practicable after signing the applicable supplement, [COMPANY NAME] shall deliver the Program and Documentation to the Site. With respect to host application Programs, only [NUMBER] set of Documentation and Program copy shall be delivered to Customer and with respect to non-host applications, [NUMBER] set of Documentation and one copy of each Program per Server shall be delivered to Customer. Customer may make and use additional copies of Programs and electronic documentation for the number of clients/users specified on the applicable supplement, if any installation, implementation, training and technical services and additional copies of Programs and Documentation may be obtained at [COMPANY NAME]'s then current prices. SUPPORT AND MAINTENANCE So long as Customer has paid the applicable support fees, from the execution date of the applicable Supplement [COMPANY NAME] shall support the Program in accordance with this Section 2 and the applicable supplement. Upon receipt from Customer of notice of a Program problem, [COMPANY NAME] shall use reasonable efforts to correct or circumvent the problem. Any corrections to the Program will be made to the most current generally available release of the Program. After the introduction of a new generally available release of a Program, [COMPANY NAME] will continue to support the previously released version of such Program. So long as customer has paid the applicable maintenance fees, error correction releases and/or performance enhancement releases of the Program not separately marketed by [COMPANY NAME] will be provided to Customer. The license granted to Customer under Section [NUMBER] shall extend to each correction and enhancement release received from [COMPANY NAME]. Customer may reinstate lapsed maintenance for any Program by paying the then current maintenance fees and any other maintenance fees in arrears. Support will be included in the initial License Fee and may be extended for one year periods on the anniversary of the first supplement at [COMPANY NAME]'s then current rates for so long as [COMPANY NAME] offers support or maintenance. Maintenance will be included in the initial License Fee for host applications, and may be purchased by Customer for all other applications by execution of a supplement, renewable at the anniversary of any such supplement. [COMPANY NAME] shall have no obligation to support or maintain the Program for Use on any computer system other than the Hardware and Operating System Software or in the event Customer modifies the Program except as permitted by this Agreement. Only those versions of different cooperating Programs specified by [COMPANY NAME] will execute correctly together on a single CPU or in a network. [COMPANY NAME] has no obligation to modify any version of the Program to run with new versions or releases of the Operating System Software or Hardware. If Customer purchases maintenance from [COMPANY NAME] for any Programs for Use on specific hardware or in a specific network, Customer must purchase maintenance from [COMPANY NAME] for all functionally related Programs licensed by [COMPANY NAME] for use on such hardware or network. [COMPANY NAME] shall deliver one copy of any [COMPANY NAME] source code not delivered to Customer for the Program to [COMPANY NAME]'s then current escrow agent. So long as Customer is current on support or maintenance and is in compliance with the provisions of its agreements with [COMPANY NAME], in the event [COMPANY NAME] ceases to maintain the Program(s), Customer shall have a right to obtain access to such escrowed source code from the escrow agent. CONFIDENTIALITY; PROPRIETARY RIGHTS Each party shall hold Confidential Information of the other in confidence. \"Confidential Information\" includes without limitation the Program and all Documentation, and all methods or concepts utilized therein, plus all information identified by the disclosing party as proprietary or confidential. All Confidential Information shall remain the sole property of the disclosing party. Upon execution of a satisfactory non-disclosure agreement, third parties may have access to Confidential Information. Information will not be considered to be Confidential Information if available to the public other than by a breach of this Agreement; rightfully received from a third party not in breach of any obligation of confidentiality; independently developed by a party without access to Confidential Information of the other; (iv) known to the recipient at the time of disclosure; provided the other party is given notice and opportunity to intervene, produced in compliance with applicable [YOUR COUNTRY LAW] or a court order; or it does not constitute a trade secret, then after [NUMBER] years from the date of disclosure. All Programs and Documentation, and any modifications or copies thereof, are proprietary and protected by copyright and/or trade secret law and no ownership rights are transferred by this Agreement. All proprietary notices incorporated in, marked on, or affixed to a Program or other Confidential Information by [COMPANY NAME] or its suppliers shall be duplicated by Customer on all copies of all or any part of the Program and shall not be altered, removed or obliterated.",null,"License Agreement Contract of License_Right to Customer","6",93,"doc","https://templates.business-in-a-box.com/imgs/1000px/license-agreement_contract-of-license_right-to-customer-D1023.png","https://templates.business-in-a-box.com/imgs/250px/1023.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1023.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Legal Agreements","/templates/business-legal-agreements/",{"label":20,"url":21},"License Agreements","/templates/license-agreement/","license agreement contract license right to customer","License Agreement Contract of License_Right to Customer Template","https://templates.business-in-a-box.com/imgs/400px/1023.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":17,"url":18},{"label":33,"url":34},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[36,40,44,48,52,56,60,64,68,72,76,80,84,101,116,132,145,159],{"label":37,"url":38,"thumb":39,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":41,"url":42,"thumb":43,"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":45,"url":46,"thumb":47,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":49,"url":50,"thumb":51,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":53,"url":54,"thumb":55,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":57,"url":58,"thumb":59,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":61,"url":62,"thumb":63,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":65,"url":66,"thumb":67,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":69,"url":70,"thumb":71,"extension":10},"End User License Agreement","/template/end-user-license-agreement-D13011","https://templates.business-in-a-box.com/imgs/250px/13011.png",{"label":73,"url":74,"thumb":75,"extension":10},"Intellectual Property License Agreement","/template/intellectual-property-license-agreement-D13718","https://templates.business-in-a-box.com/imgs/250px/13718.png",{"label":77,"url":78,"thumb":79,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":81,"url":82,"thumb":83,"extension":10},"License Agreement Short Form","/template/license-agreement-short-form-D1027","https://templates.business-in-a-box.com/imgs/250px/1027.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":100},"INTELLECTUAL PROPERTY (IP) AGREEMENT This Intellectual Property Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [COMPANY NAME], (\"Company\"), 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: [EMPLOYEE/CONTRACTOR NAME], (\"Party\") 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] PURPOSE OF THE AGREEMENT The Parties agree to establish the terms and conditions governing the creation, ownership, and use of intellectual property developed by the Party during the course of their engagement with the Company. DEFINITIONS 2.1 Intellectual Property (IP): Any work, creation, invention, innovation, discovery, or design, whether patentable or not, and any related rights, such as copyrights, trademarks, trade secrets, and any other intellectual property rights. OWNERSHIP OF INTELLECTUAL PROPERTY 3.1 Any IP created by the Party in the course of their engagement with the Company shall be owned exclusively by the Company. This includes, but is not limited to, any IP created during working hours, using Company resources, or related to the Company's business activities. ASSIGNMENT OF IP RIGHTS 4","Intellectual Property Agreement","2",513,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-agreement-D13716.png","https://templates.business-in-a-box.com/imgs/250px/13716.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13716.xml",{"title":93,"description":6},"intellectual property agreement",[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":98,"url":99},"Partnership Agreements","partnership-agreement","/template/intellectual-property-agreement-D13716",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":88,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":115},"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":109,"description":6},"non disclosure agreement nda",[111,112],{"label":17,"url":96},{"label":113,"url":114},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":130,"url":131},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[126,129],{"label":127,"url":128},"Software & Technology","software-technology-business",{"label":127,"url":128},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":88,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":144},"FRANCHISE AGREEMENT This Franchise Agreement (\"Agreement\") is made and effective this [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Franchisor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FRANCHISEE NAME] (the \"Franchisee\"), an individual with his main address located at OR a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Franchisor and certain of its Affiliates own, operate and franchise [DESCRIPTION] throughout [COUNTRY] which, among other things, rent, sell and market [PRODUCT/SERVICE] to the [GENERAL PUBLIC OR COPORATIONS OR GOVERNMENT]; and WHEREAS, Franchisor and certain of its Affiliates acquire, produce, license market and sell [PRODUCT/SERVICE]; and WHEREAS, Franchisee is willing to purchase on a per Location (the terms initially capitalized in this Agreement and not otherwise defined herein shall have the respective meanings set forth in Paragraph 18 of this Agreement) basis a specified number of [PRODUCT/SERVICE]; and WHEREAS, Franchisor is willing to provide various marketing, advertising and promotional services and activities in support of Franchisee; NOW, THEREFORE, based on the above premises and in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows: AGREEMENT TERM The term of this Agreement shall be for the period (the \"Term\"), commencing as of the date of this Agreement. Each year of the Term, as measured from the date of this Agreement, is a \"Contract Year.\" TERRITORY The territory for purposes of this Agreement with respect to [PRODUCT/SERVICE] shall be [COUNTRY], their territories and possessions (the \"Territory\"), except with respect to those [PRODUCT/SERVICE] for which Franchisee has only [COUNTRY] Distribution Rights, in which case, the Territory with respect to such [PRODUCT/SERVICE] shall be limited to [COUNTRY] and, if and to the extent Franchisor owns or controls such rights, to territories and possessions of [COUNTRY]). REVENUE SHARING Franchisee shall remit to Franchisor [%] of the net profits of its business in the form of [ROYALTIES, ETC]. [DESCRIBE IN DETAILS REVENUE SHARING BETWEEN FRANCHISOR AND FRANCHISEE]. Distribution of profits shall be made on the [DAY] of [MONTHS]. FRANCHISOR COMMITMENTS Beginning as of the date of this Agreement for [NUMBER OF LOCATIONS] located in [COUNTRY] within [NUMBER] calendar months hereafter, and for Participating Franchises within [NUMBER] calendar months hereafter, Franchisee agrees as follows: 4.1 Purchasing The following purchasing requirements shall apply to all Locations and Participating Franchises A. [FRANCHISEE REQUIREMENT] B. [FRANCHISEE REQUIREMENT] C. [FRANCHISEE REQUIREMENT] 4.2 Missing Products For each [PRODUCT TYPE] that is lost, stolen or otherwise not reasonably accounted for, for more than [SPECIFY] calendar days during the period commencing upon delivery to Franchisor's distribution center and ending on the last day of the relevant Revenue Sharing Period, Franchisee shall pay [AMOUNT] to Franchisor. For any such [PRODUCT TYPE] Franchisee will reimburse Franchisor the applicable distribution wholesale price less the applicable average Purchase Price received by Franchisee. 4.3 Payment The parties acknowledge and agree that if Franchisee fails to order [NUMBER OF UNITS] required under Paragraph 3.1, Franchisee shall pay [AMOUNT] to Franchisor, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisee failed to order. If Franchisor fails to deliver the number or units ordered by Franchisee under Paragraph 3.1, Franchisor shall pay to Franchisee, as liquidated damages, an amount equal to [AMOUNT] for each unit which Franchisor failed to deliver. The parties hereto expressly agree and acknowledge that actual damages for purposes of this Subparagraph would be difficult to ascertain and that the amount set forth above represents the parties' reasonable estimate of such damages. 4.4 Marketing With respect to advertising of [PRODUCT/SERVICE], Franchisee agrees to consult with Franchisor and to keep Franchisor reasonably appraised of its marketing plans and activities and to comply with Franchisor's then-current customary marketing support policies and practices to the extent they are reasonable and practicable. Franchisor shall have the right to approve such plans, and Franchisee shall provide a timely opportunity for said approval by Franchisor. Franchisor shall exercise its approval rights in a timely and reasonable manner. Should Franchisee fail to comply in good faith with its obligations under Paragraph 3.4, Franchisor shall be entitled to give written notice to Franchisee of such failure. In no event shall Franchisor be obligated to provide such advertising which it would otherwise have been obligated to provide during such time as Franchisor's obligations hereunder were suspended because of Franchisee's failure to fulfill its obligations under this Paragraph 3.4. 4.5 Participating Franchises While Franchisee cannot guarantee that its Franchises will adopt the Agreement, Franchisee will use good faith commercially reasonable efforts to recommend adoption of the Agreement to its Franchises and anticipates a high level of adoption thereby. Franchisor hereby agrees that each Participating Franchise shall execute a letter agreement, which has been approved by Franchisee in form and substance, in favor of Franchisor, agreeing to be bound by the terms and conditions of this Agreement as if it were a party hereto (the \"Participating Franchise\"). Franchisee shall be liable for each Participating Franchise's performance of its financial obligations hereunder as if such Participating Franchise were a Location. Franchisor shall have the right to proceed against Franchisee for money only for any failure of a Participating Franchise to fully perform the financial terms and conditions of this Agreement. Participating Franchises shall be subject to the same terms and conditions under the Agreement as Locations, unless specifically designated otherwise. Implementation of the Agreement at the Franchise level and Franchise payments there under will be administered by Franchisor. 4.6 Placement Franchisee shall exercise good faith commercially reasonable efforts to maximize revenue on the [SALE OR RENTAL] of [PRODUCT/SERVICE]. At all times during the entire Revenue Sharing Period, Franchisee shall make available for [SALE OR RENTAL] at each Location all of the [PRODUCT/SERVICE] purchased for such Location. 4.7 Packing and Shipping Franchisor will be solely responsible for making [PRODUCT/SERVICE] ready for consumer [PURCHASE/RENTAL] and for shipping the [PRODUCT/SERVICE] from its distribution center to Franchisee's Locations. 4.8 Returns/Exchanges The purchase requirements set forth in Paragraph 3.1 shall not be subject to any returns by Franchisee. Franchisor will exchange defective or damaged products. Defective products shall mean those that are mechanically defective, mispackaged, physically blemished or contain extraneous material. Franchisee shall report defective or damaged products to Franchisor promptly following discovery of such defect or damage. 4.9 Location Count Franchisee will report to Franchisor on a calendar month basis the number of currently operating Locations, including Participating Franchises, non-participating Franchises, New Franchisor Locations and recently closed Locations. 4.10 Demographic Information Franchisee will provide to Franchisor, on an ongoing basis, information regarding the demographic make-up generally of Franchisee customers. COMMITMENTS 5.1 Marketing Support","Franchise Agreement","11","https://templates.business-in-a-box.com/imgs/1000px/franchise-agreement-D879.png","https://templates.business-in-a-box.com/imgs/250px/879.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#879.xml",{"title":140,"description":6},"franchise agreement",[142,143],{"label":17,"url":96},{"label":17,"url":96},"/template/franchise-agreement-D879",{"description":146,"descriptionCustom":6,"label":147,"pages":8,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":157,"url":158},"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},[154],{"label":155,"url":156},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":160,"descriptionCustom":6,"label":161,"pages":8,"size":88,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":170},"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":166,"description":6},"service agreement",[168,169],{"label":17,"url":96},{"label":17,"url":96},"/template/service-agreement-D12711",false,{"seo":173,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":454,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":516,"classification":517},{"meta_title":174,"meta_description":175,"primary_keyword":176,"secondary_keywords":177,"family":176,"is_canonical":171},"License Agreement Contract Template | Free Word Download","Free license agreement template granting customers the right to use IP, software, or content. Covers scope, restrictions, royalties, and termination.","license agreement template",[178,179,180,181,182,183,184],"license agreement contract template","license agreement template word","license agreement template free","intellectual property license agreement","licensing contract template","license right to customer template","product license agreement template",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":171},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A License Agreement Contract of License Right to Customer is a legally binding document in which an intellectual property owner (the licensor) grants a customer or business (the licensee) the right to use, distribute, or sublicense specific IP — such as software, trademarks, patents, or creative content — under defined conditions. This free Word download gives you a structured, enforceable starting point you can edit online and export as PDF for signature.\n","Use it whenever you grant a paying customer the right to use proprietary software, branded content, patented technology, or other IP assets, and you need to define exactly what they can and cannot do with it. It is also required when receiving IP from a third party whose usage terms must be documented in writing.\n","Grant of license and permitted scope, license type (exclusive vs. non-exclusive), permitted uses and restrictions, fees and royalty schedule, term and renewal conditions, IP ownership and warranties, indemnification, limitation of liability, confidentiality, and termination triggers.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Software companies","Granting customers the right to install and use proprietary software","persona-saas-company",{"title":202,"use_case":203,"icon_asset_id":204},"IP owners and inventors","Licensing a patent or trade secret to a manufacturing partner or distributor","persona-inventor",{"title":206,"use_case":207,"icon_asset_id":208},"Content creators and publishers","Authorizing a brand or agency to use original photography, music, or written works","persona-content-creator",{"title":210,"use_case":211,"icon_asset_id":212},"Franchise and brand licensors","Permitting franchisees or resellers to operate under a licensed trademark","persona-franchisor",{"title":214,"use_case":215,"icon_asset_id":216},"Startup founders","Licensing in-house technology to enterprise customers as a revenue stream","persona-startup-founder",{"title":218,"use_case":219,"icon_asset_id":220},"Technology transfer offices","Commercializing university-developed research by licensing it to industry partners","persona-legal-counsel",[222,226,230,234,238,242,246],{"situation":223,"recommended_template":224,"slug":225},"Licensing proprietary software to end users","Software License Agreement (End User)","end-user-software-license-agreement-D791",{"situation":227,"recommended_template":228,"slug":229},"Licensing a trademark or brand to a third-party retailer","Trademark License Agreement","trademark-license-agreement-D5230",{"situation":231,"recommended_template":232,"slug":233},"Granting an exclusive license to a single commercial partner","Exclusive License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":235,"recommended_template":236,"slug":237},"Licensing patented technology to a manufacturer","Patent License Agreement","patent-license-agreement-D967",{"situation":239,"recommended_template":240,"slug":241},"Licensing creative content such as photos, music, or written works","Content License Agreement","content-license-agreement-D13936",{"situation":243,"recommended_template":244,"slug":245},"Distributing software under open-source terms","Open Source License Agreement","source-code-license-agreement-D807",{"situation":247,"recommended_template":248,"slug":249},"Permitting a sublicensee to relicense IP to end users","Sublicense Agreement","non-profit-partnership-agreement-D14023",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Licensor","The party who owns the intellectual property and grants the right to use it under the terms of the agreement.",{"term":255,"definition":256},"Licensee","The party who receives the right to use the intellectual property in accordance with the license agreement.",{"term":258,"definition":259},"Exclusive License","A grant that gives one licensee the sole right to use the IP within a defined scope, preventing the licensor from granting the same rights to others.",{"term":261,"definition":262},"Non-Exclusive License","A grant that allows the licensor to license the same IP to multiple parties simultaneously.",{"term":264,"definition":265},"Royalty","A periodic payment made by the licensee to the licensor, typically calculated as a percentage of revenue or a fixed fee per unit sold or used.",{"term":267,"definition":268},"Sublicense","A secondary license granted by the original licensee to a third party, permitted only if expressly authorized in the agreement.",{"term":270,"definition":271},"Field of Use","A contractual limitation restricting the licensee to using the IP only within a specified industry, application, or market segment.",{"term":273,"definition":274},"Perpetual License","A license with no defined end date, granting the right to use the IP indefinitely unless the agreement is terminated for cause.",{"term":276,"definition":277},"Territory","The geographic area within which the licensee is permitted to exercise the licensed rights.",{"term":279,"definition":280},"Moral Rights","The right of a creator to be credited as the author of a work and to object to modifications that damage their reputation — commonly relevant in copyright licenses outside the US.",{"term":282,"definition":283},"IP Ownership Retention","A clause confirming that the licensor retains all title and ownership of the underlying IP, regardless of any improvements or derivative works created by the licensee.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Grant of license","Defines the specific rights being transferred — what the licensee may do with the IP — including whether the license is exclusive or non-exclusive, the permitted territory, and the field of use.","Licensor hereby grants to Licensee a [non-exclusive / exclusive], non-transferable license to [USE / REPRODUCE / DISTRIBUTE] the [LICENSED IP] solely within [TERRITORY] and solely for [FIELD OF USE], during the Term of this Agreement.","Failing to specify the field of use and territory. Without these limits, the licensee may argue they can use the IP in markets or industries the licensor never intended to open.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"License type and scope","States whether the license is exclusive (only this licensee) or non-exclusive (licensor may grant others the same rights), and specifies any sublicensing permissions.","The license granted herein is non-exclusive. Licensee shall have no right to sublicense the Licensed IP to any third party without the prior written consent of Licensor.","Granting an exclusive license without restricting the licensor's own use. Unless the clause explicitly prevents the licensor from using the IP in the same territory and field, courts may interpret the arrangement differently than intended.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"License fees and royalties","Sets out the financial consideration — upfront fees, recurring license fees, royalty rates, reporting obligations, and the schedule and method of payment.","Licensee shall pay Licensor a royalty of [X]% of Net Revenue derived from the exploitation of the Licensed IP, payable within [30] days following the end of each calendar quarter, together with a written royalty statement.","Omitting a definition of 'Net Revenue' or 'Net Sales.' Ambiguity in the royalty base leads to underpayment disputes — define every deduction (returns, taxes, shipping) permitted before the royalty is calculated.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"IP ownership and reservation of rights","Confirms that all title, ownership, and goodwill in the licensed IP remain with the licensor, and that any improvements or derivative works created by the licensee vest in the licensor unless otherwise agreed.","Licensor retains all right, title, and interest in and to the Licensed IP. Nothing in this Agreement shall be construed to transfer ownership of the Licensed IP to Licensee. All improvements to the Licensed IP developed by Licensee shall be promptly disclosed to Licensor and are hereby assigned to Licensor.","No improvement ownership clause. If the licensee enhances or builds on the IP, ambiguity over who owns the improvement can invalidate the licensor's ability to license or sell the same technology to others.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Permitted uses and restrictions","Lists what the licensee is explicitly allowed to do and what is prohibited — including copying, modifying, reverse-engineering, transferring, or using the IP outside the defined field.","Licensee may not: (a) reverse engineer, decompile, or disassemble the Licensed IP; (b) use the Licensed IP outside of [FIELD OF USE]; (c) remove or alter any proprietary notices; or (d) use the Licensed IP to develop a competing product.","Using only a positive grant without a corresponding restriction list. Courts interpret silence as permission — enumerate prohibited uses explicitly.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Confidentiality","Obligates both parties to protect non-public information disclosed in connection with the license — source code, formulas, business processes, and pricing — and specifies how long the obligation survives termination.","Each party agrees to hold in confidence and not disclose to any third party any Confidential Information of the other party, using at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. This obligation survives termination for [5] years.","A confidentiality clause that expires on the contract termination date. Trade secrets and source code require ongoing protection — include a survival period of at least 3–5 years, or indefinitely for genuine trade secrets.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Warranties and representations","The licensor warrants that it owns or has the right to license the IP, that the IP does not infringe third-party rights, and that the licensee's permitted use will not expose them to third-party IP claims.","Licensor represents and warrants that: (a) it has full authority to grant the rights set forth herein; (b) the Licensed IP does not infringe any third-party intellectual property rights to Licensor's knowledge; and (c) there are no pending or threatened claims challenging Licensor's ownership of the Licensed IP.","A licensor disclaiming all warranties entirely. While warranty disclaimers protect the licensor, a complete disclaimer on ownership and non-infringement makes the license commercially unusable — licensees will reject it or treat it as unenforceable.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Indemnification","Allocates liability if a third party claims the licensed IP infringes their IP rights or if the licensee's use causes harm — defining who defends the claim and who pays any resulting damages.","Licensor shall indemnify, defend, and hold harmless Licensee from and against any third-party claims alleging that the Licensed IP, as delivered by Licensor and used in accordance with this Agreement, infringes any third-party intellectual property right. Licensee shall indemnify Licensor for claims arising from Licensee's use of the Licensed IP outside the permitted scope.","No carve-out for licensee misuse. If the licensee modifies the IP or uses it outside the permitted scope and a third-party claim results, the licensor should not bear that indemnification cost.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term and termination","Sets the duration of the license, conditions for early termination (breach, insolvency, or convenience), required notice periods, and the obligations of both parties upon expiration or termination.","This Agreement commences on [START DATE] and continues for [X] years ('Initial Term'), automatically renewing for successive [1]-year periods unless either party provides [30] days' written notice of non-renewal. Either party may terminate for material breach if the breach remains uncured [30] days after written notice.","Auto-renewal without a notice window. Licensees who forget to cancel end up bound for another full term and cannot recover fees already paid — state the renewal notice window prominently and confirm it in the signature block.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — arbitration, mediation, or litigation — including the venue and applicable procedural rules.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-laws principles. Any dispute arising hereunder shall be submitted to binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to either party's location. Some courts will refuse to enforce a choice-of-law clause that has no legitimate relationship to the parties or the subject matter, introducing uncertainty at exactly the moment a dispute arises.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify the parties and describe the licensed IP precisely","Enter the full legal names of the licensor and licensee, their registered addresses, and a precise description of the intellectual property being licensed — include version numbers for software, registration numbers for patents or trademarks, or file identifiers for creative works.","Attach the IP description as Schedule A and reference it in the grant clause. Vague descriptions — 'all technology owned by licensor' — create scope disputes later.",{"step":342,"title":343,"description":344,"tip":345},2,"Choose exclusive or non-exclusive and define the territory and field","Decide whether the license is exclusive (only this customer) or non-exclusive (multiple licensees permitted). Set the geographic territory and the specific industry or application field the licensee may exploit the IP within.","If the license is exclusive, confirm whether the licensor itself is restricted from using the IP in the same territory and field — courts presume the licensor retains use rights unless the contract says otherwise.",{"step":347,"title":348,"description":349,"tip":350},3,"Set the fee structure and define the royalty base","Enter the upfront license fee (if any), the royalty rate or recurring fee, the payment schedule, and the exact definition of the revenue base the royalty is calculated on. Include any minimum annual royalty obligations.","Define every permitted deduction from gross revenue before the royalty base is calculated — taxes, returns, shipping, and discounts. Each undefined deduction is a future dispute.",{"step":352,"title":353,"description":354,"tip":355},4,"List permitted uses and prohibited activities explicitly","Write out what the licensee may do (install, reproduce, distribute, sublicense) and what is expressly prohibited (reverse engineering, modification, use outside the field, transfer to third parties).","Add a catch-all restriction: 'Any use not expressly authorized in Section [X] is prohibited.' This reverses the default that silence equals permission.",{"step":357,"title":358,"description":359,"tip":360},5,"Draft the IP ownership and improvement assignment clause","Confirm that the licensor retains all ownership of the licensed IP and specify what happens to any improvements or derivative works the licensee creates during the term.","If the licensee's business model depends on customizing or extending the IP, negotiate a license-back provision — the licensor owns the improvement but grants the licensee a license to use it.",{"step":362,"title":363,"description":364,"tip":365},6,"Set the term, renewal mechanism, and termination triggers","Enter the start date, initial term length, renewal conditions, notice period for non-renewal, and the specific events that trigger immediate termination — such as material breach, insolvency, or unauthorized sublicensing.","Flag the auto-renewal notice window in the signature block and in any summary cover sheet you send to the licensee. Missed renewal windows generate disputes and refund demands.",{"step":367,"title":368,"description":369,"tip":370},7,"Define post-termination obligations","State what the licensee must do when the agreement ends — return or destroy all copies of the licensed IP, cease use immediately, provide a final royalty statement, and confirm destruction in writing.","For software licenses, require the licensee to provide a certified deletion confirmation from a named IT officer. Verbal assurances are difficult to enforce.",{"step":372,"title":373,"description":374,"tip":375},8,"Sign before any IP is delivered or access is granted","Both parties must execute the agreement before the licensor transfers any files, credentials, or access. Delivering IP before signature weakens your ability to enforce restrictions and royalty obligations.","Use a timestamped eSignature platform and store the fully executed copy alongside the IP delivery confirmation — both documents together establish the date the license relationship began.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Delivering IP before the agreement is signed","Once the licensee has access to the IP, they may argue an implied license exists on whatever terms they assumed — courts have found such arrangements enforceable even without a written contract.","Gate all access, file delivery, and credential sharing behind a fully executed agreement. Use DocuSign or a similar platform to confirm timestamped execution before release.",{"mistake":382,"why_it_matters":383,"fix":384},"No definition of the royalty base","If the agreement says '5% of revenue' without defining revenue, the licensee will deduct every possible cost and the licensor will dispute every deduction — resulting in underpayment and litigation.","Define 'Net Revenue' or 'Net Sales' explicitly, listing every deduction permitted (returns, taxes, shipping) and capping aggregate deductions as a percentage of gross.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting an improvement ownership clause","If the licensee builds on or enhances the licensed IP and ownership is not addressed, the licensor may be unable to freely license or sell the underlying technology — which is now entangled with the licensee's contributions.","Include an improvement assignment clause that vests all improvements in the licensor, paired with a license-back to the licensee for use within the permitted scope.",{"mistake":390,"why_it_matters":391,"fix":392},"Granting sublicensing rights by default","If the agreement is silent on sublicensing, some jurisdictions imply the right exists — meaning the licensee can pass your IP to third parties you have never vetted or approved.","State explicitly whether sublicensing is permitted. If it is, require the licensor's prior written consent for each sublicense and mandate that sublicenses contain at least the same restrictions as the master agreement.",{"mistake":394,"why_it_matters":395,"fix":396},"No carve-out for injunctive relief in the dispute resolution clause","If the dispute resolution clause requires arbitration for all disputes, the licensor cannot seek an emergency injunction in court to stop ongoing IP misuse — a delay that can cause irreparable harm while arbitration proceedings run for months.","Add a carve-out permitting either party to seek injunctive or other equitable relief in any court of competent jurisdiction without waiving their right to arbitrate the underlying dispute.",{"mistake":398,"why_it_matters":399,"fix":400},"Auto-renewal without a conspicuous notice window","Licensees who miss the non-renewal window are automatically bound for another full term and typically argue the clause was unconscionable or not adequately disclosed — generating disputes over fees already paid.","State the renewal notice window in bold in the term clause and confirm it in the signature block. Set a calendar reminder to notify the counterparty 60 days before the notice deadline.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a license agreement?","A license agreement is a legally binding contract in which the owner of intellectual property — the licensor — grants another party — the licensee — the right to use, reproduce, distribute, or otherwise exploit that IP under defined conditions. The licensor retains ownership; the licensee receives only the rights expressly granted. License agreements are used for software, trademarks, patents, creative content, and proprietary processes across virtually every industry.\n",{"question":406,"answer":407},"What is the difference between an exclusive and non-exclusive license?","An exclusive license grants one licensee the sole right to use the IP within a defined territory and field — meaning the licensor cannot grant the same rights to anyone else. A non-exclusive license allows the licensor to grant identical rights to multiple parties simultaneously. Exclusive licenses typically command higher fees and minimum royalty commitments. If exclusivity is granted, confirm in writing whether the licensor itself is also restricted from using the IP in the same scope.\n",{"question":409,"answer":410},"Does a license agreement transfer ownership of the IP?","No. A license agreement grants rights to use the IP but does not transfer ownership. The licensor retains full title and all residual rights not expressly granted. If the intent is to transfer ownership permanently, the correct document is an IP assignment agreement — not a license. This distinction matters legally: a licensee cannot sell, assign, or sublicense the IP unless the agreement explicitly permits it.\n",{"question":412,"answer":413},"What should a license agreement include?","At minimum: precise identification of the licensed IP, grant of license (exclusive or non-exclusive), territory and field of use, fees and royalty structure with a defined royalty base, permitted uses and prohibited activities, IP ownership and improvement assignment, confidentiality, warranties and representations, indemnification, limitation of liability, term and termination conditions, and governing law. Missing any of these creates gaps that courts fill with jurisdiction-specific defaults — usually unfavorable to the licensor.\n",{"question":415,"answer":416},"Can a licensee sublicense the IP to others?","Only if the agreement expressly permits it. Sublicensing rights are not implied — they must be affirmatively granted in writing. If the agreement is silent, most jurisdictions treat sublicensing as prohibited. When sublicensing is permitted, require the licensor's prior written consent for each sublicense and mandate that sublicense terms are at least as restrictive as the master agreement.\n",{"question":418,"answer":419},"What happens when a license agreement is terminated?","Upon termination, the licensee must immediately cease all use of the licensed IP, return or destroy all copies of any licensed materials, and provide a final royalty accounting statement. Any outstanding fees become immediately due. Confidentiality obligations, indemnification, and IP ownership provisions typically survive termination. Failure to comply with post-termination obligations exposes the licensee to claims for continued infringement, not merely breach of contract.\n",{"question":421,"answer":422},"Is a license agreement enforceable without a lawyer?","A well-drafted template can be enforceable for straightforward licensing arrangements — for example, a non-exclusive content license with simple royalty terms. However, for exclusive licenses, software licenses covering significant revenue, patent licenses, or cross-border arrangements, legal review is strongly recommended. Gaps in royalty definitions, improvement ownership, and governing law can cost far more to litigate than the cost of a 1–2 hour attorney review at the drafting stage.\n",{"question":424,"answer":425},"How are royalties typically calculated in a license agreement?","Royalties are most commonly calculated as a percentage of net revenue, net sales, or net profits attributable to the licensed IP — typically ranging from 2–15% depending on the industry, IP type, and exclusivity. Some agreements use a flat per-unit or per-seat fee instead of a percentage. The agreement must define exactly what counts as the royalty base, including which deductions (returns, taxes, discounts) are permitted before the percentage is applied.\n",{"question":427,"answer":428},"What governing law should I choose for a license agreement?","Choose the law of a jurisdiction that has a meaningful connection to at least one of the parties — typically where the licensor is incorporated or where the IP is primarily exploited. For US-based licensors, Delaware and New York offer well-developed commercial case law. Avoid choosing a jurisdiction solely for perceived legal advantages — courts in other jurisdictions may refuse to apply a choice-of-law clause with no legitimate connection to the parties or transaction.\n",[430,434,438,442,446,450],{"industry":431,"icon_asset_id":432,"specifics":433},"Software and SaaS","industry-saas","Per-seat or per-instance licensing, version-specific grants, source code escrow provisions, and API usage restrictions are standard considerations.",{"industry":435,"icon_asset_id":436,"specifics":437},"Manufacturing and industrial technology","industry-manufacturing","Patent licenses for production processes often include field-of-use restrictions by product category, territory exclusivity tied to output volumes, and minimum annual royalty floors.",{"industry":439,"icon_asset_id":440,"specifics":441},"Media and entertainment","industry-media","Synchronization rights, print runs, distribution channel limits, credit obligations, and moral rights waivers are specific to music, film, and publishing licenses.",{"industry":443,"icon_asset_id":444,"specifics":445},"Retail and consumer goods","industry-retail","Trademark licenses for branded merchandise require quality control clauses, approval rights over licensed products, and inspection rights to protect brand integrity and licensor liability.",{"industry":447,"icon_asset_id":448,"specifics":449},"Healthcare and life sciences","industry-healthtech","Patent licenses covering medical devices or therapeutics must address FDA or regulatory pathway obligations, milestone-triggered royalty adjustments, and sublicensing to clinical trial partners.",{"industry":451,"icon_asset_id":452,"specifics":453},"Professional services and consulting","industry-professional-services","Methodology and framework licenses require confidentiality around proprietary processes, output ownership clarity, and restrictions on client delivery beyond the engagement.",[455,459,463,467],{"vs":456,"vs_template_id":457,"summary":458},"IP Assignment Agreement","intellectual-property-transfer-agreement-D11906","An IP assignment permanently transfers full ownership of the intellectual property from the assignor to the assignee — there is no ongoing relationship or residual rights for the original owner. A license agreement keeps ownership with the licensor and grants only the right to use. Choose an assignment when you intend to sell the IP outright; choose a license when you want to retain ownership and generate ongoing royalty income.",{"vs":460,"vs_template_id":461,"summary":462},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information from being disclosed or used outside a defined purpose — it does not grant any right to use IP. A license agreement grants usage rights and typically includes confidentiality as one clause among many. Use an NDA during early-stage discussions before any license is granted; use a license agreement when you are ready to formally authorize use and establish a commercial relationship.",{"vs":464,"vs_template_id":465,"summary":466},"Software Development Agreement","software-development-agreement-D13180","A software development agreement governs the creation of custom software by one party for another, including ownership of the resulting code. A license agreement governs the right to use already-existing software. If you are commissioning new software, use a development agreement that addresses IP ownership of the output; if you are granting access to existing software, use a license agreement.",{"vs":134,"vs_template_id":468,"summary":469},"franchise-agreement-D12044","A franchise agreement bundles a trademark license with an entire business system — including operating procedures, training, quality standards, and ongoing support obligations. A standalone license agreement grants only the specific rights enumerated, without the operational framework of franchising. Use a franchise agreement when you are replicating a full business model; use a license agreement when you are granting rights to a single IP asset.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Non-exclusive content or software licenses with straightforward royalty terms and a single domestic counterparty","Free","30–60 minutes",{"best_for":476,"cost":477,"time":478},"Exclusive licenses, software licenses covering significant recurring revenue, or licensees in regulated industries","$400–$900","2–5 days",{"best_for":480,"cost":481,"time":482},"Patent licenses, cross-border arrangements, licenses with complex royalty structures or sublicensing rights, or enterprise SaaS agreements","$2,000–$8,000+","2–4 weeks",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","US license agreements are primarily governed by state contract law and federal IP statutes (Copyright Act, Patent Act, Lanham Act for trademarks). California and New York are the most commonly chosen governing law states for commercial licenses. Non-compete and field-of-use restrictions in patent licenses are scrutinized under antitrust principles — overly broad restrictions can trigger DOJ or FTC review. The US does not recognize moral rights for most works except fine visual art under the Visual Artists Rights Act.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","Canadian license agreements are governed by a combination of federal IP statutes (Copyright Act, Patent Act, Trademarks Act) and provincial contract law. Quebec-based licensors or licensees may require bilingual agreements for documents used commercially in Quebec. Canada recognizes moral rights in copyright that cannot be waived by assignment — they must be expressly waived in the agreement. Royalty payments to non-resident licensors are subject to Part XIII withholding tax under the Income Tax Act, typically 25% absent a tax treaty.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","UK license agreements are governed by the Patents Act 1977, Copyright Designs and Patents Act 1988, and Trade Marks Act 1994. Exclusive patent licenses must be registered at the UK Intellectual Property Office to be enforceable against third parties. Post-Brexit, EU trademark and design registrations no longer cover the UK — separate UK IP registrations may be needed. UK courts can imply terms into a license where the agreement is silent, often on the basis of business efficacy.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","EU license agreements must comply with both member state contract law and EU competition law — particularly Article 101 TFEU, which prohibits anti-competitive restrictions in IP licensing agreements. The EU Technology Transfer Block Exemption Regulation (TTBER) provides a safe harbor for certain patent and software licenses between non-competing parties. GDPR applies when the licensed IP involves personal data processing, requiring a data processing addendum. Moral rights are broadly recognized across EU member states and generally cannot be waived contractually.",[505,461,506,507,508,509,510,511,512,513,514,515],"intellectual-property-agreement-D13716","custom-software-development-agreement-D787","franchise-agreement-D879","independent-contractor-agreement-D160","service-agreement-D12711","distribution-agreement-D12544","joint-venture-agreement-D889","technology-transfer-agreement-D919","confidentiality-agreement-D950","consulting-agreement---long-D12543","partnership-agreement-D12551",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":96,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":527},"intellectual-property-and-licensing","agreement","general","all-stages",[523,524,525,526],"intellectual-property","contract","license-agreement","licensing",0.95,"\u003Ch2>What is a License Agreement Contract of License Right to Customer?\u003C/h2>\n\u003Cp>A \u003Cstrong>License Agreement Contract of License Right to Customer\u003C/strong> is a legally binding document in which the owner of intellectual property — the \u003Cstrong>licensor\u003C/strong> — grants a customer or business partner — the \u003Cstrong>licensee\u003C/strong> — the right to use, reproduce, distribute, or otherwise exploit that IP under a defined set of conditions. The licensor retains full ownership of the underlying IP; the licensee receives only the rights expressly enumerated in the agreement. This structure applies to software, trademarks, patents, proprietary processes, creative content, and any other form of protectable intellectual property. Unlike an IP assignment, which transfers ownership outright, a license creates an ongoing relationship governed by the agreed terms, fees, and restrictions.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed license agreement, granting a customer access to your IP exposes you to three compounding risks. First, there is no enforceable basis to collect royalties or license fees — a licensee who received access informally can argue that use was permitted without conditions. Second, the licensee faces no restrictions on sublicensing, modifying, or using your IP outside the intended field — each of which can dilute your IP's value or expose you to third-party infringement claims. Third, if a dispute arises, courts will fill every gap in the relationship with jurisdiction-specific defaults that rarely favor the IP owner. A properly drafted license agreement defines permitted use, royalty obligations, improvement ownership, termination rights, and post-termination duties in a single enforceable document — protecting the revenue stream your IP generates and the ownership rights you worked to establish.\u003C/p>\n",1779480585376]