[{"data":1,"prerenderedAt":489},["ShallowReactive",2],{"document-license-agreement-long-form-D1020":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":488},{"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 - LONG FORM This License Agreement - Long Form (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Licensor has developed, and is entitled to license to others including Licensee, a computer program called [SPECIFY] (the \"Software\"), capable of running on [SPECIFY TYPE OF PC], and related user documentation (the \"Documentation\") (collectively, the Software and the Documentation constitute, the \"Work\"). WHEREAS Licensee wishes to license the use of the Work, and Licensor has agreed to license such use, pursuant to the terms of this agreement. GRANT OF LICENSE Licensor hereby grants to Licensee, for the internal use of Licensee only, a personal, non-transferable and non-exclusive license to use: (i) the Software, solely in executable object code format, on a single workstation (the \"Workstation\"); and (ii) the Documentation provided therewith at the location(s) noted under \"Specific Use Permitted\" in Schedule \"A\" (the \"Authorized Location(s)\"). Licensee's right, if any, to use the Software on a network or to otherwise use the Software on more than a single workstation at a particular Authorized Location is subject to Licensee having been granted an express license, under \"Specific Use Permitted\" in Schedule \"A\", to access the Software for each workstation thereon from which Licensee intends to use the Software. Unless otherwise provided under \"Specific Use Permitted\" in Schedule \"A\", one copy of the Documentation will be provided with each copy of the Software, which Licensee is to be provided with hereunder. At the written request of Licensee, additional copies of the Documentation will be licensed to Licensee at Licensee's cost. RESTRICTIONS ON USE Licensee shall (a) not copy the Software except to copy it onto a hard disk attached to Licensee's Workstation and to make one copy of the Software solely for backup purposes; (b) not copy any of the Documentation for any purpose; (c) not assign this agreement or transfer, lease, export or grant a sub-license of the Work or the license contained herein to any Person except as and when authorized to do so by Licensor in writing; (d) not network the Software or otherwise use it on other than Licensee's Workstation except as expressly provided for in Schedule \"A\"; (e) not reverse engineer, decompile or disassemble the Software; (f) not use the Work except as authorized herein; (g) take all reasonable precautions to prevent third parties from using the Work in any way that would constitute a breach of this agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information. In addition, Licensee shall not use the Work to act as a service bureau, in whole or in part, for any other Person, including any affiliate of Licensee except as expressly provided in Schedule \"A\". For the purposes of this agreement, \"Person\" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other judicial entity recognized by [YOUR COUNTRY LAW]. AUTHORIZED LOCATION (S) Provided that Licensee is not in default of any term of this agreement, Licensee may change the Authorized Location(s) from time to time, without the consent of the Licensor, by delivering [NUMBER] days prior written notice of the change of location to the Licensor together with written confirmation that Licensee will comply with the following conditions: The proposed Authorized Location shall be within the same municipality as the current Authorized Location; and The use of the Work at the current Authorized Location shall cease by the time of commencement of the use of the Work at the proposed Authorized Location. Otherwise, unless expressly provided under \"Specific Use Permitted\" in Schedule \"A\", Licensee may change an Authorized Location only with the prior written consent of Licensor, which shall not be unreasonably withheld. DELIVERY, INSTALLATION AND DATA CONVERSION As indicated in Schedule \"A\", Licensor shall deliver that number of copies of the executable object code for the Software to those Authorized Locations (together with such Documentation as is reasonably required by Licensee to operate the Software in the manner contemplated hereunder) and install the Software on the applicable Workstation(s) at each Authorized Location. The installation of the Software at an Authorized Location shall be deemed to be completed on the date that Licensor provides written notice to Licensee that the Software, including those modifications (the \"Modifications\"), if any, as set out in Schedule \"B\" hereto, has been properly installed, is in good working order, capable of meeting those requirements mutually agreed to by Licensor and Licensee as set out in Licensee's current user documentation as modified by Schedule \"B\" (the \"Licensee's Specifications\") and otherwise ready for Licensee to commence acceptance testing of the Software at the particular Authorized Location as contemplated in Section 6. In conjunction with, and as part of, the installation of the Software at an Authorized Location, if specifically contracted for in Schedule \"B\" hereof, Licensor, in consultation with and with the reasonable assistance of Licensee, shall be responsible for and shall carry out an electronic conversion of Licensee's data, as more particularly described in Schedule \"B\", from its current electronic form into a form suitable for processing with the Software and as required for the testing of the Software and for use of the Software as contemplated hereunder. TRAINING In conjunction with the installation of the Software at each Authorized Location, and prior to the commencement of acceptance testing at such Authorized Location, Licensor shall provide, for a period of up to [SPECIFY] man days at the first Authorized Location and [SPECIFY] man days at each subsequent Authorized Location, suitably qualified employees and appropriate documentation and manuals to train, and shall train, Licensee's personnel in the proper use, and day-to-day routine support, of the Software at such time as is mutually convenient for both Licensor and Licensee. ACCEPTANCE TESTING AT EACH AUTHORIZED LOCATION In respect of each Authorized Location, upon written notice by Licensor of the completion of the installation of the Software as provided for in Section 4 and the basic training provided for in Section 5, for a period of [NUMBER] days, Licensee shall operate the Software in accordance with Licensee's normal operating practices. At the end of each day during such [NUMBER] day operational period, Licensee shall notify Licensor of any instances in which the Software does not perform in accordance with Licensee's Specifications. If Licensor receives such notification, then it shall take such actions as are necessary to allow the Software to perform in accordance with the Licensee's Specifications. Once it has completed such action, the Software shall be retested by Licensee in accordance with Section 6.1. Such testing and notification by Licensee and remedial action by Licensor shall be repeated until the Software has been accepted by Licensee, acting reasonably, as performing in accordance with such criteria. Notwithstanding 6.1 and 6.2 of this Section 6, Licensee acknowledges and agrees that there may be minor deficiencies in the Software and provided that on notification thereof Licensor promptly rectifies such deficiencies, the acceptance of the Software will not be delayed thereby.",null,"License Agreement Long Form","15",112,"doc","https://templates.business-in-a-box.com/imgs/1000px/license-agreement_long-form-D1020.png","https://templates.business-in-a-box.com/imgs/250px/1020.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1020.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 long form","License Agreement Long Form Template","https://templates.business-in-a-box.com/imgs/400px/1020.png","https://templates.business-in-a-box.com/imgs/600px/1020.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,33],{"label":28,"url":29},{"label":17,"url":18},{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,101,114,127,142,158],{"label":38,"url":39,"thumb":40,"extension":10},"License Agreement Short Form","/template/license-agreement-short-form-D1027","https://templates.business-in-a-box.com/imgs/250px/1027.png",{"label":42,"url":43,"thumb":44,"extension":10},"Subordination Agreement Long Form","/template/subordination-agreement-long-form-D424","https://templates.business-in-a-box.com/imgs/250px/424.png",{"label":46,"url":47,"thumb":48,"extension":10},"Limited Partnership Agreement Long Form","/template/limited-partnership-agreement-long-form-D1011","https://templates.business-in-a-box.com/imgs/250px/1011.png",{"label":50,"url":51,"thumb":52,"extension":10},"Exchange of Shares Agreement Long Form","/template/exchange-of-shares-agreement-long-form-D331","https://templates.business-in-a-box.com/imgs/250px/331.png",{"label":54,"url":55,"thumb":56,"extension":10},"Software Distribution Agreement  Long Form","/template/software-distribution-agreement-long-form-D803","https://templates.business-in-a-box.com/imgs/250px/803.png",{"label":58,"url":59,"thumb":60,"extension":10},"Articles of Association Long Form","/template/articles-of-association-long-form-D997","https://templates.business-in-a-box.com/imgs/250px/997.png",{"label":62,"url":63,"thumb":64,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":66,"url":67,"thumb":68,"extension":10},"Movable Hypothec Long Form","/template/movable-hypothec-long-form-D284","https://templates.business-in-a-box.com/imgs/250px/284.png",{"label":70,"url":71,"thumb":72,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":74,"url":75,"thumb":76,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":78,"url":79,"thumb":80,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":82,"url":83,"thumb":84,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":100},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), 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 the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":94,"description":6},"software license agreement",[96,98],{"label":17,"url":97},"business-legal-agreements",{"label":20,"url":99},"license-agreement","/template/software-license-agreement-D12928",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":89,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":113},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF 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 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: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. 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. PAYMENT ","Technology Licensing Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/technology-licensing-agreement-D13434.png","https://templates.business-in-a-box.com/imgs/250px/13434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13434.xml",{"title":109,"description":6},"technology licensing agreement",[111,112],{"label":17,"url":97},{"label":20,"url":99},"/template/technology-licensing-agreement-D13434",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":89,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":126},"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":122,"description":6},"franchise agreement",[124,125],{"label":17,"url":97},{"label":17,"url":97},"/template/franchise-agreement-D879",{"description":128,"descriptionCustom":6,"label":129,"pages":130,"size":89,"extension":10,"preview":131,"thumb":132,"svgFrame":133,"seoMetadata":134,"parents":136,"keywords":135,"url":141},"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":135,"description":6},"non disclosure agreement nda",[137,138],{"label":17,"url":97},{"label":139,"url":140},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":143,"descriptionCustom":6,"label":144,"pages":145,"size":146,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":151,"keywords":156,"url":157},"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},[152,153],{"label":17,"url":97},{"label":154,"url":155},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":159,"descriptionCustom":6,"label":160,"pages":104,"size":161,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":166,"keywords":170,"url":171},"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},[167],{"label":168,"url":169},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":174,"reviewer":185,"legal_disclaimer":172,"quick_facts":189,"at_a_glance":191,"personas":195,"variants":220,"glossary":246,"fields":280,"how_to_fill":330,"common_mistakes":371,"faqs":396,"industries":424,"comparisons":441,"diy_vs_pro":454,"related_template_ids_curated":467,"schema":476,"classification":477},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178,"family":177,"is_canonical":184},"License Agreement Long Form Template (Free Word)","Free license agreement long form template covering grant of rights, royalties, territory, IP ownership, and termination. Used in 190+ countries. Free Word and PDF download.","license agreement template",[22,179,180,181,182,183],"licensing agreement template word","license agreement template free","intellectual property license agreement","royalty license agreement template","product license agreement template",true,{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":190,"legal_review_recommended":172,"signature_required":172},"easy",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A License Agreement Long Form is a structured document that records the terms under which an owner (licensor) grants another party (licensee) the right to use, distribute, or sublicense intellectual property — software, patents, trademarks, content, or proprietary processes. This free Word download covers all material fields in a single form you can edit online and export as PDF in minutes.\n","Use it when you are granting or receiving rights to IP and need a comprehensive written record that defines scope, territory, royalties, and termination conditions before commercial use begins.\n","Party details, grant of license, permitted use and restrictions, territory and exclusivity, royalty and payment terms, IP ownership and warranties, sublicensing rules, term and termination, and governing law.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Software developers and vendors","Granting end-users or resellers the right to use proprietary software","persona-software-developer",{"title":201,"use_case":202,"icon_asset_id":203},"Brand and trademark owners","Licensing a trademark to a manufacturer or retailer for product use","persona-brand-owner",{"title":205,"use_case":206,"icon_asset_id":207},"Content creators and publishers","Permitting third parties to reproduce or distribute creative works","persona-content-creator",{"title":209,"use_case":210,"icon_asset_id":211},"Inventors and patent holders","Licensing a patent to a manufacturer in exchange for royalty payments","persona-inventor",{"title":213,"use_case":214,"icon_asset_id":215},"Franchise and licensing consultants","Documenting licensing terms for client IP portfolios and deal structures","persona-consultant",{"title":217,"use_case":218,"icon_asset_id":219},"Small business owners","Receiving a license to use a franchisor's brand, process, or technology","persona-small-business-owner",[221,224,228,232,235,239,242],{"situation":222,"recommended_template":87,"slug":223},"Granting rights to use a software product under defined conditions","software-license-agreement-D12928",{"situation":225,"recommended_template":226,"slug":227},"Licensing a trademark for use on physical products","Trademark License Agreement","trademark-license-agreement-D5230",{"situation":229,"recommended_template":230,"slug":231},"Allowing a third party to use proprietary technology or a patent","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":233,"recommended_template":38,"slug":234},"Short, simple license with minimal negotiation expected","license-agreement-short-form-D1027",{"situation":236,"recommended_template":237,"slug":238},"Granting rights to reproduce or distribute creative or media content","Content License Agreement","content-license-agreement-D13936",{"situation":240,"recommended_template":116,"slug":241},"Franchising a business model including brand and operating system","franchise-agreement-D879",{"situation":243,"recommended_template":244,"slug":245},"Licensing music, video, or artwork for commercial use","Intellectual Property License Agreement","intellectual-property-license-agreement-D13718",[247,250,253,256,259,262,265,268,271,274,277],{"term":248,"definition":249},"Licensor","The party that owns the intellectual property and grants rights to use it under the agreement.",{"term":251,"definition":252},"Licensee","The party receiving permission to use the licensed IP under the terms set out in the agreement.",{"term":254,"definition":255},"Grant of License","The specific clause conferring rights — defining what the licensee may do with the IP and on what conditions.",{"term":257,"definition":258},"Exclusive License","A grant where only the named licensee may use the IP in a specified territory or field, excluding even the licensor.",{"term":260,"definition":261},"Non-Exclusive License","A grant where the licensor may simultaneously license the same IP to multiple parties.",{"term":263,"definition":264},"Royalty","A periodic payment made by the licensee to the licensor, typically calculated as a percentage of revenue or a flat fee per unit sold.",{"term":266,"definition":267},"Territory","The geographic area within which the licensee is permitted to exercise the licensed rights.",{"term":269,"definition":270},"Sublicense","A secondary license granted by the licensee to a third party, permitted only if the main agreement explicitly allows it.",{"term":272,"definition":273},"Field of Use","A restriction limiting the licensee's rights to a specific application, industry, or purpose — for example, consumer products only.",{"term":275,"definition":276},"Term","The duration of the license — the period during which the licensee's rights are active, after which they expire or must be renewed.",{"term":278,"definition":279},"Termination for Cause","The licensor's right to end the agreement immediately upon a specific breach, such as non-payment of royalties or unauthorized sublicensing.",[281,286,291,296,300,305,310,315,320,325],{"name":282,"plain_english":283,"sample_language":284,"common_mistake":285},"Parties and Recitals","Identifies the licensor and licensee by full legal name and address, and states the background purpose of the agreement.","This License Agreement is entered into as of [DATE] between [LICENSOR LEGAL NAME], a [ENTITY TYPE] ('Licensor'), and [LICENSEE LEGAL NAME], a [ENTITY TYPE] ('Licensee').","Using trade names instead of registered legal entity names — a mismatch makes enforcement against the correct party difficult.",{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Definition of Licensed Property","Precisely describes the IP being licensed — software version, patent number, trademark registration, or content title — leaving no ambiguity about what is covered.","The 'Licensed Property' means [DESCRIPTION OF IP], including [PATENT NO. / TRADEMARK REG. NO. / SOFTWARE VERSION], as further described in Exhibit A.","Describing IP vaguely (e.g., 'our software platform') without referencing a version, registration number, or attached exhibit, making scope disputes inevitable.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Grant of License and Scope","States whether the license is exclusive or non-exclusive, the permitted uses, and any field-of-use restrictions.","Licensor hereby grants to Licensee a [non-exclusive / exclusive], non-transferable license to [USE / REPRODUCE / DISTRIBUTE] the Licensed Property solely for [PERMITTED PURPOSE] within the Territory.","Failing to specify exclusivity — leaving it ambiguous allows the licensor to grant competing licenses and the licensee to claim exclusivity simultaneously.",{"name":266,"plain_english":297,"sample_language":298,"common_mistake":299},"Defines the geographic scope within which the licensee may exercise the licensed rights.","The 'Territory' means [COUNTRY / REGION / WORLDWIDE]. Licensee shall not exercise any rights under this Agreement outside the Territory.","Omitting the territory field entirely, which defaults to a worldwide grant even when the licensor intended to retain rights in certain markets.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Royalties and Payment Terms","Sets the royalty rate or flat fee, the calculation basis (units sold, net revenue, or fixed periodic payment), payment frequency, and reporting obligations.","Licensee shall pay Licensor a royalty of [X]% of Net Sales, payable quarterly within [30] days of each quarter-end, accompanied by a sales report in the form attached as Exhibit B.","Defining royalties without defining 'Net Sales' — deductions for returns, discounts, and shipping can reduce the base by 20–40% unless explicitly capped.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"IP Ownership and No-Contest","Confirms that the licensor retains all ownership of the IP and prohibits the licensee from challenging that ownership during the agreement term.","All rights, title, and interest in the Licensed Property remain with Licensor. Licensee shall not, during the Term or thereafter, challenge or assist any third party in challenging the validity of the Licensed Property.","Omitting a no-contest clause, which allows a licensee to continue using the IP while simultaneously filing an invalidity challenge against the licensor's patent or trademark.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Sublicensing and Assignment","States whether the licensee may grant sublicenses or assign the agreement to a third party, and on what conditions.","Licensee may not sublicense or assign its rights under this Agreement without Licensor's prior written consent, which shall not be unreasonably withheld. Any purported sublicense or assignment without such consent is void.","Silently allowing sublicensing by omission — if the agreement doesn't prohibit it, many jurisdictions permit it by default, letting the licensee extend rights to undisclosed third parties.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Term and Renewal","Sets the start and end date of the license and any automatic renewal or notice requirements to exercise a renewal option.","This Agreement commences on [START DATE] and continues for [X] years ('Initial Term'), unless earlier terminated. It shall automatically renew for successive [1]-year terms unless either party provides [60] days' written notice of non-renewal.","Including auto-renewal with only 30 days' notice — licensors often miss the window and are locked into another full term they intended to renegotiate.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Termination and Effect of Termination","Lists termination triggers — breach, insolvency, non-payment — and states what happens to licensed materials and any sublicenses upon termination.","Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within such period. Upon termination, Licensee shall immediately cease all use of the Licensed Property and destroy or return all copies.","Not specifying what happens to existing inventory or sublicenses at termination — licensees often claim a wind-down period that the licensor never intended.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose laws govern the agreement and the mechanism for resolving disputes — arbitration, mediation, or courts.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Disputes shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except claims for injunctive relief.","Choosing a governing law with no connection to either party's location — some jurisdictions apply mandatory local IP law regardless of what the contract states.",[331,336,341,346,351,356,361,366],{"step":332,"title":333,"description":334,"tip":335},1,"Enter both parties' legal entity names and addresses","Use the full registered name of each party — not a trade name or abbreviation. Include the entity type (LLC, Inc., Ltd.) and the principal business address for each.","Check each party's corporate registry filing to confirm the exact legal name before completing this field.",{"step":337,"title":338,"description":339,"tip":340},2,"Define the licensed property precisely","Describe the IP being licensed with enough specificity that a third party could identify it without further information. Reference patent numbers, trademark registrations, software version numbers, or attach Exhibit A with a detailed description.","Attach a separate exhibit for complex IP portfolios rather than cramming all detail into the body — it keeps the main form readable and easier to amend.",{"step":342,"title":343,"description":344,"tip":345},3,"Choose exclusivity and permitted use","Decide whether the license is exclusive or non-exclusive, and specify the field of use. Exclusive licenses command higher royalties and restrict the licensor from granting competing rights in the same territory.","If exclusivity is limited to a specific field or channel (e.g., retail only), state it explicitly — silence creates disputes over adjacent use cases.",{"step":347,"title":348,"description":349,"tip":350},4,"Set the territory","Enter the geographic scope — a single country, a list of countries, a region, or worldwide. If the licensor retains rights in certain markets, list those exclusions explicitly.","For digital products, consider whether 'worldwide' is truly intended — some jurisdictions have mandatory IP provisions that affect enforceability.",{"step":352,"title":353,"description":354,"tip":355},5,"Complete the royalty and payment section","Enter the royalty rate or flat fee, define the calculation base (Net Sales, Gross Revenue, or per-unit fee), set the payment frequency, and specify the reporting format the licensee must use.","Define 'Net Sales' with a specific list of permitted deductions and a cap (e.g., returns not to exceed 5% of gross) to prevent royalty base erosion.",{"step":357,"title":358,"description":359,"tip":360},6,"Set the term, renewal, and termination fields","Enter the initial term length, the auto-renewal interval if applicable, the notice period required to prevent auto-renewal, and the cure period for breach-based termination.","Set the non-renewal notice window at 60–90 days — 30 days is too short for either party to evaluate and act on renewal decisions.",{"step":362,"title":363,"description":364,"tip":365},7,"Select governing law and dispute resolution","Choose the jurisdiction whose law applies and the dispute resolution mechanism — arbitration is generally faster and more private than court litigation for IP disputes.","If both parties are in different countries, a neutral arbitration seat (e.g., New York or London) often avoids jurisdictional disputes.",{"step":367,"title":368,"description":369,"tip":370},8,"Attach exhibits and review before sharing","Complete any exhibits (IP description, royalty report format, approved sublicensees) before sending the form to the other party. Review all cross-references between the body and exhibits for consistency.","A single inconsistency between the body and an exhibit — different royalty rates, for example — creates an ambiguity that typically resolves in the other party's favor.",[372,376,380,384,388,392],{"mistake":373,"why_it_matters":374,"fix":375},"Vague description of licensed property","Without a precise definition, the licensee may claim the license covers related IP the licensor never intended to include, leading to infringement disputes.","Reference specific registration numbers, version numbers, or attach a detailed Exhibit A listing every asset covered by the grant.",{"mistake":377,"why_it_matters":378,"fix":379},"Omitting the territory field","A missing territory clause defaults to a worldwide license in most jurisdictions, stripping the licensor of the ability to grant the same IP to others in different markets.","Always state the geographic scope explicitly — even if the intent is worldwide, write 'worldwide' to confirm it was deliberate.",{"mistake":381,"why_it_matters":382,"fix":383},"Leaving sublicensing rights undefined","If the agreement is silent on sublicensing, some jurisdictions allow it by default, enabling the licensee to extend rights to undisclosed third parties.","Include a clear sublicensing clause — either prohibiting it outright or requiring written consent — so the licensor retains control over who accesses the IP.",{"mistake":385,"why_it_matters":386,"fix":387},"No definition of 'Net Sales' for royalty calculation","Without a defined base, licensees apply generous deductions for returns, discounts, and freight, reducing the royalty-bearing amount by 20–40%.","Define 'Net Sales' in the definitions section with a specific, exhaustive list of permitted deductions and a percentage cap on each category.",{"mistake":389,"why_it_matters":390,"fix":391},"Auto-renewal with only a 30-day notice window","A short notice window causes both parties to miss the deadline and remain locked into terms they planned to renegotiate or terminate.","Set the non-renewal notice period at 60–90 days and calendar the deadline at least two weeks before it falls due.",{"mistake":393,"why_it_matters":394,"fix":395},"No cure period for breach-based termination","Immediate termination for any breach — including minor administrative lapses — creates disproportionate consequences and may be unenforceable in some jurisdictions.","Include a 30-day written notice and cure period for material breaches, with immediate termination reserved for insolvency, fraud, or IP ownership challenges.",[397,400,403,406,409,412,415,418,421],{"question":398,"answer":399},"What is a license agreement?","A license agreement is a contract in which the owner of intellectual property (the licensor) grants another party (the licensee) specific rights to use, reproduce, distribute, or sublicense that IP under defined conditions. It does not transfer ownership — the licensor retains title to the IP throughout. The agreement sets the scope, territory, duration, royalties, and restrictions on use.\n",{"question":401,"answer":402},"What is the difference between an exclusive and a non-exclusive license?","An exclusive license means only the named licensee may use the IP in the specified territory or field — even the licensor is excluded from that use. A non-exclusive license allows the licensor to grant the same rights to multiple parties simultaneously. Exclusive licenses typically command higher royalties because they restrict the licensor's ability to generate competing revenue from the same IP.\n",{"question":404,"answer":405},"When do I need a long-form license agreement rather than a short form?","Use the long form when the deal involves complex royalty structures, multiple IP assets, sublicensing rights, field-of-use restrictions, or significant commercial value on either side. A short-form agreement suits simple, low-risk grants with straightforward flat fees. If there is any ambiguity about scope, territory, or payment, the long form's additional clauses provide protection for both parties.\n",{"question":407,"answer":408},"Does a license agreement need to be signed to be enforceable?","In most jurisdictions, a written license agreement is enforceable when signed by both parties. Some license types — particularly for software — are also enforced through click-wrap or shrink-wrap acceptance, but for commercial B2B licensing, a countersigned written agreement is the standard. Courts in several countries require written form for exclusive IP licenses to be valid.\n",{"question":410,"answer":411},"What royalty rate is standard in a license agreement?","Royalty rates vary significantly by industry and IP type. Software licenses often use flat fees or per-seat pricing. Patent licenses in technology commonly run 2–5% of Net Sales. Consumer product trademark licenses typically fall between 5–15% of Net Sales. Content and music licenses vary widely. The appropriate rate depends on the IP's commercial value, exclusivity, and field of use — comparable deal databases can provide benchmarks for a specific industry.\n",{"question":413,"answer":414},"Can a licensee sublicense the IP to a third party?","Only if the license agreement explicitly permits it. Without a sublicensing clause, some jurisdictions allow sublicensing by default while others prohibit it. To retain control, licensors should include a clause that either prohibits sublicensing outright or requires prior written consent for each sublicense, along with approval rights over the sublicensee's identity and terms.\n",{"question":416,"answer":417},"What happens to the license if the licensor sells the underlying IP?","Typically, a license agreement binds successor owners — the buyer of the IP takes it subject to existing licenses. However, this depends on jurisdiction and whether the license was recorded with the relevant IP registry. Licensees should include a clause confirming the agreement survives a change of ownership and binds any successor or assign of the licensor.\n",{"question":419,"answer":420},"How do I calculate royalties owed under a license agreement?","Royalties are calculated by multiplying the agreed rate by the royalty base defined in the agreement — typically Net Sales or gross revenue for a specified period. For example, a 5% royalty on $200,000 in Net Sales for the quarter equals $10,000 due within 30 days of quarter-end. The licensee submits a sales report with each payment so the licensor can verify the calculation.\n",{"question":422,"answer":423},"What is a field-of-use restriction in a license agreement?","A field-of-use restriction limits the licensee's rights to a specific application, industry, or distribution channel — for example, consumer retail only, not industrial. This allows the licensor to grant separate licenses in other fields to different parties, maximizing the value of the IP portfolio. Violating a field-of-use restriction is typically treated as a material breach.\n",[425,429,433,437],{"industry":426,"icon_asset_id":427,"specifics":428},"Software and Technology","industry-saas","Version-specific grants, seat-based or usage-based royalties, source-code escrow references, and update and support obligations.",{"industry":430,"icon_asset_id":431,"specifics":432},"Manufacturing and Consumer Products","industry-manufacturing","Trademark and patent licenses tied to product SKUs, minimum royalty guarantees, quality control approval rights, and territory exclusivity by distribution channel.",{"industry":434,"icon_asset_id":435,"specifics":436},"Media and Entertainment","industry-media","Content reproduction rights, platform-specific grants (streaming, broadcast, print), synchronization licenses for music, and term limits tied to distribution windows.",{"industry":438,"icon_asset_id":439,"specifics":440},"Professional Services and Consulting","industry-professional-services","Methodology and framework licenses for consulting firms, per-engagement or annual flat-fee royalties, and confidentiality obligations covering proprietary tools.",[442,445,448,451],{"vs":38,"vs_template_id":443,"summary":444},"license-agreement-short-form-D1019","The short form covers the basic grant, term, royalty, and termination in a condensed format suited to low-risk or simple arrangements. The long form adds detailed fields for sublicensing, field-of-use, IP ownership, no-contest, and reporting — necessary when commercial stakes or IP complexity are significant.",{"vs":87,"vs_template_id":446,"summary":447},"software-license-agreement-D305","A software license agreement is purpose-built for software products — it covers usage restrictions, seat counts, source-code handling, and SaaS-specific terms like uptime and data handling. The long-form license agreement is broader and applies to any IP type, including patents, trademarks, and content.",{"vs":103,"vs_template_id":449,"summary":450},"technology-licensing-agreement-D13271","A technology licensing agreement focuses on proprietary processes, know-how, or patents in a technical field, often with R&D collaboration and improvement-sharing clauses. The long-form license agreement is a general-purpose document adaptable to any IP category, without technology-specific provisions.",{"vs":116,"vs_template_id":452,"summary":453},"franchise-agreement-D12810","A franchise agreement bundles a license with an entire operating system — brand standards, training, territory, and ongoing support obligations. A license agreement grants IP rights only, without the operational framework. Use the franchise agreement when the licensor is also providing a business model and support infrastructure.",{"use_template":455,"template_plus_review":459,"custom_drafted":463},{"best_for":456,"cost":457,"time":458},"Straightforward IP licensing deals with defined scope, territory, and royalty structure","Free","15–30 minutes",{"best_for":460,"cost":461,"time":462},"Exclusive licenses, deals with royalties above $50,000 per year, or sublicensing rights","$300–$800 for an IP attorney review","1–3 days",{"best_for":464,"cost":465,"time":466},"Complex patent portfolios, cross-border licensing with multiple IP registrations, or high-value commercial deals","$2,000–$8,000+","1–4 weeks",[234,223,231,241,468,469,470,471,472,473,474,475],"non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","independent-contractor-agreement-D160","distribution-agreement-D12544","reseller-agreement-D5202","joint-venture-agreement-D889","service-agreement-D12711","master-service-agreement-D12657",{"emit_how_to":184,"emit_defined_term":184},{"primary_folder":97,"secondary_folder":478,"document_type":479,"industry":480,"business_stage":481,"tags":482,"confidence":487},"intellectual-property-and-licensing","agreement","general","all-stages",[483,484,485,99,486],"intellectual-property","contract","legal","licensing",0.95,"\u003Ch2>What is a License Agreement Long Form?\u003C/h2>\n\u003Cp>A \u003Cstrong>License Agreement Long Form\u003C/strong> is a structured document that records the complete terms under which an intellectual property owner (the licensor) grants a defined set of rights to another party (the licensee) — covering scope, territory, exclusivity, royalties, sublicensing, IP ownership, and termination in a single comprehensive form. Unlike a short-form license, this document captures every material field needed for commercial IP arrangements involving meaningful financial value or operational complexity. It applies to software, patents, trademarks, branded content, proprietary methodologies, and any other licensable IP asset.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a complete license agreement exposes both parties to disputes that are expensive and slow to resolve. A licensor without clear scope and territory language may find a licensee exploiting rights in markets or fields never intended. A licensee without defined royalty calculation terms pays whatever the licensor demands at audit time. Without an explicit sublicensing clause, the licensor loses control over who ultimately accesses the IP. And without a precise termination and cure mechanism, either party can end a valuable commercial relationship over a minor administrative lapse. This template captures every critical field in a single, consistent form — so both parties know exactly what was agreed, from day one through the last renewal cycle.\u003C/p>\n",1781185910063]