[{"data":1,"prerenderedAt":531},["ShallowReactive",2],{"document-license-agreement-non-exclusive-and-non-transferable-royalties-D1026":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":170,"customdescription":6,"mdFm":171,"mdProseHtml":530},{"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 - Non-Exclusive and Non-Transferable Royalties (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] DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Intellectual Property Rights\" includes patents, trademarks, service marks, registered designs, integrated circuits topography, including applications for any of the foregoing, as well as copyright, design right, know-how, confidential information, trade secrets and any other similar rights in any country. \"Modification\" shall mean any modification, changes, corrections or additions to the Software or to the Source Code; \"Software\" means that version of the application programs interfaces; \"Source Code\" means the source code version of the Software in machine-readable form on machine-readable storage medium and which, when compiled, will produce the object code version of the Software. GRANT OF LICENSE [YOUR COMPANY NAME] hereby grants to The Licensee, which accepts, a perpetual, personal, non-exclusive and nontransferable license to: such Modifications to the Source Code that are necessary in order to allow the Software to interface existing systems (the \"Source Implementation\"); recompile the Source Implementation in object code form (the \"Object Implementation\"); bundle the Object Implementation with the object code of the existing system (the \"Bundle Software\"); distribute copies of the Bundle Software (by way of sale, rental, sub-license or otherwise), either directly or through The Licensee's sub-distributors, sub-licensees or agents. and for no other purposes; The Licensee agrees to use the Source Code only for the purposes expressly contemplated in paragraph 3.1. TRADEMARKS Subject to paragraphs 3.2 and 3.3, The Licensee shall apply [YOUR COMPANY NAME]'s [SPECIFY TRADEMARK] (the \"Trademarks\") on Bundle Software packages and written material related to the Bundle Software. The use of the Trademarks shall be subject to such reasonable restrictions and standards as [YOUR COMPANY NAME] may from time to time adopt. Prior to any proposed use of a Trademark, The Licensee shall give [YOUR COMPANY NAME] written notice of exactly how The Licensee proposes to use the Trademark, including drawings of all advertising copy. Such written notice shall be delivered to [YOUR COMPANY NAME] at least [NUMBER] days before public distribution, and The Licensee shall make whatever changes [YOUR COMPANY NAME] requires in the use of the Trademark before making any public distribution. The Trademark shall not be combined with any other trademark, name, appellation, or marking unless [YOUR COMPANY NAME] specifically consents in writing to such combination. The Licensee shall not use the Trademarks in any way after the termination of this Agreement. CONFIDENTIALITY The Licensee shall not disclose or give access to the Source Code to any third parties (other than The Licensee's full-time employees) except upon prior written authorization from [YOUR COMPANY NAME] to this effect, it being further agreed that The Licensee shall obtain from any third party to whom disclosure is made pursuant to this paragraph, and prior to a such disclosure, a written covenant naming [YOUR COMPANY NAME] as direct beneficiary of a such covenant, not to further disclose or make use of the Source Code in any manner whatsoever except as provided in this Section. The Licensee shall promptly report to [YOUR COMPANY NAME] any unauthorized disclosure or any unauthorized use of the Source Code of which it becomes aware and shall take such further steps as may reasonably be requested by [YOUR COMPANY NAME] to prevent unauthorized use thereof. The provisions of this section shall survive the termination of this Agreement for any reason. DELIVERY OF SOURCE CODE AND DOCUMENTATION The Licensee acknowledges that it has already been provided with a copy of the Source Code. TRAINING AND SUPPORT [YOUR COMPANY NAME] agrees to provide The Licensee with training in the use and operation of the Software at dates and places to be agreed upon by parties, at a cost of [AMOUNT] per day, plus expenses. [YOUR COMPANY NAME] further agrees to provide The Licensee with services for the maintenance and support of the Source Code at a cost of [AMOUNT] per day, plus expenses, it being understood and agreed that [YOUR COMPANY NAME] shall have no obligation to provide such services with respect to any versions of the Source Code other than that version of the Source Code provided by [YOUR COMPANY NAME] hereunder. OWNERSHIP AND COPYRIGHT The Licensee acknowledges that [YOUR COMPANY NAME] is and remains the owner of all Intellectual Property Rights in and to the Software and the Source Code. [YOUR COMPANY NAME] shall be assigned with all Intellectual Property Rights in and to any Modifications to the Source Code (including the Software) from their inception and for all the duration of such Intellectual Property Rights and throughout the world. In consideration of the license granted to The Licensee by [YOUR COMPANY NAME] hereunder and of the assignment contemplated in paragraph 7.2, The Licensee shall be granted with an exclusive license in and to the Intellectual Property Rights assigned to [YOUR COMPANY NAME] by The Licensee hereunder, which license shall be governed and be subject to the same terms and conditions as those provided for herein. ROYALTIES AND PAYMENT In consideration of the license granted to The Licensee hereunder, The Licensee agrees to pay to [YOUR COMPANY NAME]: a minimum royalty of [AMOUNT] [COUNTRY] for each year during which this Agreement will remain in force (the \"Guaranteed Minimum\"), and a royalty equal to [PERCENTAGE %] percent of any and all gross incomes payable to The Licensee for the distribution of the Bundle Software (the \"Royalties\"); Royalties shall become due and payable by The Licensee to [YOUR COMPANY NAME] within [NUMBER] days after the end of the anniversary date of this Agreement, and shall be accompanied by a statement of account (\"Statements\") showing Royalties payable to [YOUR COMPANY NAME] and the basis for determining the amount of such payment. Guaranteed Minimum shall be payable upon signature hereof and thereafter no later than at the anniversary date of this Agreement. The Royalties and Guaranteed Minimum charged to The Licensee hereunder do not include any amount for taxes, duties, levies or other charges imposed by any level of government (inside or outside of Country). Any and all such taxes, duties or other charges if required to be paid by [YOUR COMPANY NAME], shall be reimbursed forthwith to [YOUR COMPANY NAME] by The Licensee with the only exclusion of taxes based on [YOUR COMPANY NAME] income. Without prejudice to any other right or remedy available, [YOUR COMPANY NAME] shall be entitled to charge The Licensee's interest on any overdue amounts from the due date until the date of payment at an annual rate equal to the yearly average of the reference rate of interest quoted daily by the principal financial institution of [YOUR COMPANY NAME] in the [SPECIFY CITY] for loans in [SPECIFY COUNTRY] to its best commercial customers in the [SPECIFY CITY], plus [PERCENTAGE %] percent. [YOUR COMPANY NAME] shall have the right, at any time, to give The Licensee written notice of [YOUR COMPANY NAME]'s intention to examine The Licensee's books and records with respect to Statements",null,"License Agreement Non Exclusive and Non Transferable_Royalties","9",83,"doc","https://templates.business-in-a-box.com/imgs/1000px/license-agreement_non-exclusive-and-non-transferable_royalties-D1026.png","https://templates.business-in-a-box.com/imgs/250px/1026.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1026.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 non exclusive non transferable royalties","License Agreement Non Exclusive and Non Transferable_Royalties Template","https://templates.business-in-a-box.com/imgs/400px/1026.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/",[36,40,44,48,52,56,60,64,68,72,76,80,84,100,116,131,144,156],{"label":37,"url":38,"thumb":39,"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":41,"url":42,"thumb":43,"extension":10},"License Agreement Exclusive and Non-Transferable_Right","/template/license-agreement-exclusive-and-non-transferable-right-D1024","https://templates.business-in-a-box.com/imgs/250px/1024.png",{"label":45,"url":46,"thumb":47,"extension":10},"License Agreement Non-Exclusive License to Manufacture","/template/license-agreement-non-exclusive-license-to-manufacture-D1245","https://templates.business-in-a-box.com/imgs/250px/1245.png",{"label":49,"url":50,"thumb":51,"extension":10},"Non Exclusive Distribution Agreement","/template/non-exclusive-distribution-agreement-D12744","https://templates.business-in-a-box.com/imgs/250px/12744.png",{"label":53,"url":54,"thumb":55,"extension":10},"Non-Exclusive Teaming Agreement","/template/non-exclusive-teaming-agreement-D12836","https://templates.business-in-a-box.com/imgs/250px/12836.png",{"label":57,"url":58,"thumb":59,"extension":10},"Non-Exclusive Sales Representative Agreement","/template/non-exclusive-sales-representative-agreement-D12813","https://templates.business-in-a-box.com/imgs/250px/12813.png",{"label":61,"url":62,"thumb":63,"extension":10},"Non-Disclosure and Non-Compete Agreement","/template/non-disclosure-and-non-compete-agreement-D552","https://templates.business-in-a-box.com/imgs/250px/552.png",{"label":65,"url":66,"thumb":67,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":69,"url":70,"thumb":71,"extension":10},"Non-Disturbance Agreement","/template/non-disturbance-agreement-D5213","https://templates.business-in-a-box.com/imgs/250px/5213.png",{"label":73,"url":74,"thumb":75,"extension":10},"Non Solicitation Agreement","/template/non-solicitation-agreement-D13849","https://templates.business-in-a-box.com/imgs/250px/13849.png",{"label":77,"url":78,"thumb":79,"extension":10},"General Non-Compete Agreement","/template/general-non-compete-agreement-D882","https://templates.business-in-a-box.com/imgs/250px/882.png",{"label":81,"url":82,"thumb":83,"extension":10},"Mutual Non-Disclosure Agreement","/template/mutual-non-disclosure-agreement-D955","https://templates.business-in-a-box.com/imgs/250px/955.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":99},"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":93,"description":6},"software license agreement",[95,97],{"label":17,"url":96},"business-legal-agreements",{"label":20,"url":98},"license-agreement","/template/software-license-agreement-D12928",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":114,"url":115},"ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS This Assignment of Intellectual Property Rights (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (The \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [Supplier NAME] (The \"Supplier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [SPECIFY] (the \"[SPECIFY] Agreement\"), and WHEREAS Definitions Where a term does not appear in the Agreement, the definition below shall have no application. In the event of conflict between the definition of a term in the Agreement and the definition stated below, the definition below shall govern. \"Affiliate\" means, with respect to any Party, any other Person which is affiliated with such Party, and for the purposes hereof: [NUMBER] Persons will be considered to be affiliated with one another if [NUMBER] of them controls the other, or if both of them are controlled by a common third party; [NUMBER] Person will be considered to control another Person if it has the power to direct or cause the direction of the management and policies of the other Person, whether directly or indirectly, through [NUMBER] or more intermediaries or otherwise, and whether by virtue of the ownership of shares or other equity interests, the holding of voting rights or contractual rights, or otherwise; and in the case of Company, \"Affiliate\" shall include [SPECIFY COMPANY NAME]. \"Agreement\" means this Agreement and all Specific Terms, Schedules or Documents attached thereto, which have been agreed to by the Parties from time to time. \"Company\" means the [YOUR COMPANY] and each of its Affiliates and Subsidiaries. \"Business Day\" means any day other than a Saturday, Sunday or [COUNTRY] statutory holiday. \"Encumbrance\" includes a mortgage, charge, pledge, hypothec, lien or security interest of any kind. \"Fees\" means Fees paid to Supplier under the [SPECIFY] Agreement. \"Infringement Claim\" means all notices, demands, claims, actions, proceedings, suits, judgments, orders and awards of any kind which allege or adjudicate that: a) any conception, design, manufacture, assembly, testing, repair, use, sale, licensing, offer for sale or for license, importation, exportation or any distribution or offer for distribution of any Design(s); or b) any conception, design, use, practice, delivery, licensing, offer for delivery or for license, or any distribution or offer for distribution of any Service(s); or c) any inducing, procuring, contributing, authorizing, aiding or abetting in relation to any of the acts set out in a) or b) above; whether in [COUNTRY] or abroad, directly or indirectly infringes, violates or misappropriates any Intellectual Property Right. \"Intellectual Property Right\" means any right in or to a [COUNTRY] or foreign patent, patent application, utility model, inventor's certificate, copyright, moral right, trade-mark, trade name, service mark, trade secret, know-how, confidential information, mask work or integrated circuit topography, industrial design or other intellectual property right of any kind, whether or not registered or registerable. \"Modification\" includes any translation, abridgment, condensation, revision, correction, improvement, enhancement, customization, expansion, addition, Update, Upgrade or other modification to a Design. \"Party\" or \"Parties\" means SUPLIER or the Company, or SUPLIER and the Company collectively as the context requires. \"Person\" or \"person\" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, government or any agency or instrumentality thereof or any other entity recognized by law. \"Subsidiary\" shall have the meaning ascribed to it under the [SPECIFY ACT], as amended. \"Use\" means any act which, would constitute exercise of an Intellectual Property Right including, without limitation, to exploit commercially, modify, copy, translate, create derivative works, sublicense and distribute. Assignement Assignment In consideration of the Payment, by Company, of the Fees, the sufficiency and receipt of which is hereby acknowledges by Supplier, Supplier hereby expressly and irrevocably assigns and transfers to Company all rights, including, without limitation, all Intellectual Property Rights, in and to the design attached as Exhibit [SPECIFY] hereto (the \"Design\") performed by Supplier pursuant to this Agreement. Waiver of Moral Rights Supplier hereby expressly and irrevocably waives, and represents that it has obtained from any employee or any other person who has provided services to or on behalf of Supplier in respect of the Design and will obtain from any other person who will provide services to or on behalf of Supplier in relation to the Design provided to Company by Supplier under this Agreement, an express and irrevocable waiver in favor of Company of, any and all moral rights arising under the Copyright Act ([TERRITORY/COUNTRY]) as amended (or any successor legislation of similar force and effect) or under similar legislation in other jurisdictions or at common law that Supplier and such persons, as authors, have with respect to the Design(s), including, without limitation, the right to attribution of authorship, the right to restrain any distortion, mutilation or other modification of the work and the right to prohibit any use of the work in association with a Design, service, cause or institution that might be prejudicial to such individuals' honor or reputation. Intellectual Property Rights. For greater certainty, but without otherwise limiting these Specific Terms: Company shall have the right to protect, or seek any protection of, Intellectual Property Rights in and to the Design; Supplier hereby agrees that it shall not: use or claim any Intellectual Property Rights in the Design; or produce any other design which is substantially similar to the Design developed for Company pursuant to this Agreement; and Company, and any person authorized by Company, shall be exclusively entitled to Use the Design, or any part or parts thereof, without any restriction, Term The term of this Agreement, including the assignment and waiver made hereunder, shall be deemed to have been made and to have come into force and effect as of the Effective Date set forth at the beginning of this Agreement. Representations and Warranties Supplier represents and warrants to Company, and acknowledges Company's reliance upon such representations and warranties, that: Supplier has all rights, power and authority required in order to enter into and perform its obligations under this Agreement and to grant the Intellectual Property Rights in the Design free and clear of all encumbrances, in accordance with this Agreement; There is no requirement for Supplier representative to obtain any other authorization, consent or approval from Supplier as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement.","Assignment of Intellectual Property Rights","6",62,"https://templates.business-in-a-box.com/imgs/1000px/assignment-of-intellectual-property-rights-D5206.png","https://templates.business-in-a-box.com/imgs/250px/5206.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5206.xml",{"title":6,"description":6},[110,111],{"label":17,"url":96},{"label":112,"url":113},"Transfer & Assignment Agreements","transfer-assignment-agreement","assignment intellectual property rights","/template/assignment-of-intellectual-property-rights-D5206",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":88,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":130},"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":124,"description":6},"non disclosure agreement nda",[126,127],{"label":17,"url":96},{"label":128,"url":129},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":132,"descriptionCustom":6,"label":133,"pages":103,"size":104,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":138,"keywords":142,"url":143},"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","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},[139],{"label":140,"url":141},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":145,"descriptionCustom":6,"label":146,"pages":103,"size":88,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":151,"url":155},"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":151,"description":6},"service agreement",[153,154],{"label":17,"url":96},{"label":17,"url":96},"/template/service-agreement-D12711",{"description":157,"descriptionCustom":6,"label":158,"pages":159,"size":160,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":165,"keywords":168,"url":169},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[166,167],{"label":17,"url":96},{"label":17,"url":96},"joint venture agreement","/template/joint-venture-agreement-D889",false,{"seo":172,"reviewer":184,"legal_disclaimer":188,"quick_facts":189,"at_a_glance":191,"personas":195,"variants":220,"glossary":249,"clauses":286,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":434,"comparisons":459,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":518,"classification":519},{"meta_title":173,"meta_description":174,"primary_keyword":175,"secondary_keywords":176,"family":183,"is_canonical":170},"Non-Exclusive Non-Transferable License Agreement | BIB","Free non-exclusive non-transferable license agreement with royalties. Covers IP rights, usage scope, royalty rates, audit rights, and termination.","non-exclusive license agreement template",[177,178,179,180,181,182],"license agreement with royalties template","non-transferable license agreement","royalty license agreement template word","technology license agreement template","ip licensing agreement free download","non-exclusive royalty license template","non exclusive license agreement template",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":190,"legal_review_recommended":188,"signature_required":188,"notarization_required":170},"advanced",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Non-Exclusive Non-Transferable License Agreement with Royalties is a legally binding contract in which an intellectual property owner (the Licensor) grants a specific party (the Licensee) the right to use defined IP — such as software, patents, trademarks, or creative works — within agreed limits, in exchange for ongoing royalty payments. This free Word download lets you edit the agreement online and export it as PDF, covering usage scope, royalty structure, audit rights, and termination in a single document.\n","Use it when you own IP you want to monetize without surrendering exclusive control — for example, licensing software to multiple clients, granting a manufacturer the right to use a patented process, or permitting a brand to use your trademark across a defined territory. It is also the right document when a Licensee needs usage rights but the Licensor is unwilling to allow sublicensing or assignment to third parties.\n","Parties and IP definition, grant of license with explicit non-exclusive and non-transferable terms, permitted use and territory, royalty rates and payment schedule, audit and record-keeping obligations, confidentiality, representations and warranties, indemnification, 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 SaaS founders","Licensing proprietary code or APIs to multiple business clients under a royalty model","persona-startup-founder",{"title":201,"use_case":202,"icon_asset_id":203},"Inventors and patent holders","Granting manufacturers the right to use a patented process while retaining ownership","persona-inventor",{"title":205,"use_case":206,"icon_asset_id":207},"Brand and trademark owners","Permitting a retailer or manufacturer to use a trademark in exchange for royalty income","persona-small-business-owner",{"title":209,"use_case":210,"icon_asset_id":211},"Authors, musicians, and content creators","Licensing copyrighted works to publishers or platforms with royalty payment terms","persona-freelancer",{"title":213,"use_case":214,"icon_asset_id":215},"Universities and research institutions","Commercializing research IP by licensing technology to industry partners for royalties","persona-operations-director",{"title":217,"use_case":218,"icon_asset_id":219},"Franchise and licensing consultants","Structuring repeatable licensing arrangements across multiple client relationships","persona-agency",[221,225,229,233,237,241,245],{"situation":222,"recommended_template":223,"slug":224},"Granting a single licensee exclusive rights to the IP in a territory","Exclusive License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":226,"recommended_template":227,"slug":228},"Licensing software for internal use by a single organization","Software License Agreement (End-User)","end-user-software-license-agreement-D791",{"situation":230,"recommended_template":231,"slug":232},"Transferring all IP rights permanently to a buyer","Intellectual Property Assignment Agreement","intellectual-property-assignment-D5229",{"situation":234,"recommended_template":235,"slug":236},"Licensing a brand name and business system to a franchisee","Franchise Agreement","franchise-agreement-D879",{"situation":238,"recommended_template":239,"slug":240},"Permitting use of copyrighted content with attribution, no royalties","Copyright License Agreement","copyright-license-agreement-D12742",{"situation":242,"recommended_template":243,"slug":244},"Licensing technology between two companies as part of a joint venture","Technology Transfer Agreement","technology-transfer-agreement-D919",{"situation":246,"recommended_template":247,"slug":248},"Granting rights to reproduce and distribute a published work","Publishing License Agreement","publishing-agreement-D13454",[250,253,256,259,262,265,268,271,274,277,280,283],{"term":251,"definition":252},"Licensor","The party that owns the intellectual property and grants the right to use it under the terms of the agreement.",{"term":254,"definition":255},"Licensee","The party that receives the right to use the intellectual property within the scope defined by the agreement.",{"term":257,"definition":258},"Non-Exclusive License","A license that permits the Licensor to grant the same rights to other licensees simultaneously — the Licensee has no exclusive claim to the IP.",{"term":260,"definition":261},"Non-Transferable License","A license that cannot be assigned, sublicensed, or otherwise transferred by the Licensee to any third party without the Licensor's written consent.",{"term":263,"definition":264},"Royalty","A recurring payment made by the Licensee to the Licensor, typically calculated as a percentage of net sales, revenue, or units produced using the licensed IP.",{"term":266,"definition":267},"Minimum Royalty","A floor payment the Licensee must make in each period regardless of actual usage or sales — protects the Licensor against a licensee who sits on rights without exploiting them.",{"term":269,"definition":270},"Licensed IP","The specific intellectual property rights — patents, trademarks, copyrights, trade secrets, or software — that the agreement authorizes the Licensee to use.",{"term":272,"definition":273},"Audit Right","The Licensor's contractual right to inspect the Licensee's books and records to verify that royalty calculations and payments are accurate.",{"term":275,"definition":276},"Field of Use","A contractual restriction limiting the Licensee's usage of the IP to a defined application, industry, or product category.",{"term":278,"definition":279},"Sublicense","A secondary license granted by a Licensee to a third party — expressly prohibited in a non-transferable agreement unless the Licensor gives written approval.",{"term":281,"definition":282},"Termination for Cause","The right of either party to end the agreement immediately upon the other party's material breach, insolvency, or defined triggering event.",{"term":284,"definition":285},"Indemnification","A clause requiring one party to compensate the other for losses, damages, or legal costs arising from a defined category of claims — typically IP infringement or breach of warranty.",[287,292,297,302,307,312,317,322,327,332],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Grant of License","Defines the precise rights being granted — non-exclusive, non-transferable, and non-sublicensable — and identifies the licensed IP by reference to a schedule or exhibit.","Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Licensed IP described in Schedule A solely for the Permitted Use and within the Territory during the Term of this Agreement.","Omitting 'non-sublicensable' from the grant clause. Without it, courts in some jurisdictions interpret non-transferable licenses as still permitting sublicensing, which may allow the Licensee to effectively transfer the IP rights through the back door.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Permitted Use and Territory","Restricts how and where the Licensee may use the licensed IP — by application, product category, geography, or distribution channel.","The Licensee shall use the Licensed IP solely for [PERMITTED USE] within [TERRITORY — e.g., the United States and Canada]. Any use outside the Permitted Use or Territory requires prior written consent from the Licensor.","Defining the territory as 'worldwide' when the Licensor has existing or planned licensees in other regions — this inadvertently blocks future monetization in those markets.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Royalty Rate and Calculation","Sets the royalty percentage or per-unit fee, defines the royalty base (e.g., net sales, gross revenue, units sold), and explains how the payment is calculated each period.","Licensee shall pay Licensor a royalty of [X]% of Net Sales of all products incorporating the Licensed IP in each calendar quarter. 'Net Sales' means gross invoiced amounts less returns, discounts, and applicable taxes.","Failing to define 'Net Sales' or the royalty base precisely. If deductions such as freight, commissions, or co-op advertising are not addressed, licensees often expand deductions to artificially reduce the royalty base.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Minimum Royalty Guarantee","Requires the Licensee to pay a minimum amount per period regardless of actual sales or usage, ensuring the Licensor receives baseline income even if the Licensee underperforms.","Notwithstanding actual royalties earned, Licensee shall pay Licensor a minimum royalty of $[AMOUNT] per [quarter/year] ('Minimum Royalty'). If earned royalties fall short of the Minimum Royalty in any period, Licensee shall pay the shortfall within [30] days of period end.","Setting no minimum royalty at all. Without a floor, a Licensee can hold exclusive or preferred access to the IP without deploying it, preventing the Licensor from generating income elsewhere.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Payment Schedule and Reporting","Specifies how often royalties are paid, when reports are due, what the reports must contain, and the consequences of late payment.","Within [30] days after the end of each calendar quarter, Licensee shall deliver to Licensor a written royalty report detailing units sold, gross revenue, permitted deductions, net sales, and royalties due, together with payment of the amount shown to be due. Late payments accrue interest at [1.5]% per month.","Omitting the required content of royalty reports. Vague reporting obligations allow licensees to submit summaries that cannot be audited, making it nearly impossible to verify underpayments.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Audit Rights and Record-Keeping","Grants the Licensor the right to audit the Licensee's books to verify royalty accuracy, and requires the Licensee to maintain sufficient records for a defined retention period.","Licensee shall maintain complete and accurate records relating to all activities under this Agreement for a minimum of [3] years. Licensor, upon [30] days' prior written notice, may audit such records no more than once per calendar year. If an audit reveals an underpayment exceeding [5]% of amounts due, Licensee shall bear the cost of the audit.","No audit trigger clause requiring Licensee to cover audit costs on material underpayment. Without this cost-shifting provision, Licensors rarely exercise their audit right because audits are expensive to conduct.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Confidentiality","Requires both parties to protect non-public information — including the IP itself, business terms, and financial data — from disclosure to third parties.","Each party shall hold the other's Confidential Information in strict confidence and shall not disclose it to any third party without prior written consent. Each party may disclose Confidential Information to its employees and advisors who have a need to know and are bound by obligations no less restrictive than those in this Agreement.","No carve-out for disclosures required by law or court order. Without it, a party compelled to disclose by a regulator or court may be in breach of the agreement even when the disclosure is mandatory.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Representations and Warranties","States what each party promises is true at signing — the Licensor warrants ownership and authority to grant the license; the Licensee warrants authority to enter the agreement and agrees to comply with applicable laws.","Licensor represents and warrants that it is the sole owner of the Licensed IP, has full authority to grant the license herein, and, to its knowledge, the Licensed IP does not infringe any third-party intellectual property rights. Licensee represents and warrants that it has full legal authority to enter into and perform this Agreement.","Licensor's warranty extending to an absolute guarantee of non-infringement. Given the complexity of IP landscapes, Licensors should limit the warranty to 'knowledge' — absolute warranties expose the Licensor to indemnity liability for unknown third-party claims.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Term and Termination","Sets the start and end date of the license, conditions for early termination (breach, insolvency, convenience), notice requirements, and the effect of termination on existing royalty obligations.","This Agreement commences on [DATE] and continues for an initial term of [X] years ('Initial Term'), renewable by mutual written consent. Either party may terminate for cause upon [30] days' written notice if the other party materially breaches this Agreement and fails to cure within the notice period. All accrued payment obligations survive termination.","No cure period before termination for cause. Courts in many jurisdictions will not enforce immediate termination for a first breach — building in a 30-day cure period is both commercially reasonable and legally safer.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing Law and Dispute Resolution","Specifies which jurisdiction's law governs the agreement and how disputes are resolved — typically arbitration or litigation in a named forum.","This Agreement is governed by the laws of [STATE/PROVINCE/COUNTRY], without regard to conflict-of-law principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA/JAMS/ICC] in [CITY], except that either party may seek injunctive relief in a court of competent jurisdiction to protect IP rights.","No carve-out for injunctive relief in arbitration clauses. IP disputes often require urgent court orders to stop ongoing infringement — an arbitration-only clause can prevent the Licensor from obtaining emergency injunctive relief quickly enough to prevent irreparable harm.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify and describe the licensed IP precisely","List the exact IP being licensed in Schedule A — patent numbers, trademark registration numbers, software version identifiers, or a precise description of copyrighted works. Attach copies of registration certificates where available.","Vague IP descriptions ('all related technology') invite scope disputes later. The more precisely the IP is defined, the harder it is for a Licensee to argue that adjacent uses fall within the grant.",{"step":344,"title":345,"description":346,"tip":347},2,"Define the permitted use and territory","State the specific application, product category, or field of use for which the Licensee may deploy the IP. Name the geographic territory — country, region, or global — and confirm you have no conflicting licenses in that territory.","If you anticipate granting licenses in additional regions later, carve those territories out explicitly in this agreement to preserve your flexibility.",{"step":349,"title":350,"description":351,"tip":352},3,"Set the royalty rate, base, and permitted deductions","Choose a royalty structure — percentage of net sales, per-unit fee, or a tiered rate that decreases at volume thresholds. Define 'Net Sales' in full, listing every permitted deduction and capping aggregate deductions at a percentage of gross.","Benchmark your royalty rate against industry norms before finalizing: software and technology licenses typically run 2–10% of net revenue; consumer goods trademark licenses often run 3–8%.",{"step":354,"title":355,"description":356,"tip":357},4,"Set the minimum royalty and payment schedule","Enter the minimum royalty per period and the quarterly payment deadline. Specify that royalty reports must detail gross sales, deductions, and net royalties, and attach a sample report format as an exhibit.","Set the minimum royalty at a level that at least covers your administrative cost of managing the licensee relationship — not as a profit target.",{"step":359,"title":360,"description":361,"tip":362},5,"Configure the audit rights clause","Enter the record-retention period (typically 3–5 years), the notice period before an audit (30 days is standard), and the underpayment threshold (5% is common) that triggers the Licensee's obligation to cover audit costs.","Include the right to audit once per year plus an additional audit triggered by any reasonable suspicion of underpayment — this deters deliberate underpayments.",{"step":364,"title":365,"description":366,"tip":367},6,"Complete representations, warranties, and indemnification","Confirm the Licensor's ownership warranty is limited to knowledge, not absolute. Set mutual indemnification obligations — Licensor indemnifies for IP ownership defects; Licensee indemnifies for its use of the IP.","Cap each party's aggregate indemnification liability at a multiple of royalties paid in the prior 12 months to avoid open-ended exposure.",{"step":369,"title":370,"description":371,"tip":372},7,"Set the term, renewal, and termination provisions","Enter the initial term length, renewal mechanism (automatic or by written notice), and cure periods. Confirm that accrued royalties, confidentiality, and audit rights survive termination.","For a first licensing relationship, a 1–2 year initial term with a renewal option gives you a natural review point without locking you in if performance disappoints.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute before any use of the licensed IP begins","Both parties must sign the agreement — including any Schedules — before the Licensee begins using the IP. Collect countersigned copies and store them alongside the IP registration records.","Use a timestamped e-signature platform so you have an auditable record of when each party signed, which is important if a royalty dispute ever reaches arbitration.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Omitting 'non-sublicensable' from the grant of license","Without explicit prohibition, courts in several jurisdictions have held that a non-transferable license still permits sublicensing, effectively allowing the Licensee to extend rights to third parties the Licensor never approved.","Add 'non-sublicensable' expressly to the grant clause and include a separate covenant prohibiting sublicensing without prior written consent.",{"mistake":384,"why_it_matters":385,"fix":386},"Leaving the royalty base undefined or loosely defined","Ambiguous bases like 'sales' or 'revenue' allow licensees to exclude large cost categories, reducing the effective royalty to a fraction of what was intended and making underpayments difficult to prove.","Define 'Net Sales' in the definitions section with an exhaustive list of permitted deductions and a cap on aggregate deductions as a percentage of gross invoiced amounts.",{"mistake":388,"why_it_matters":389,"fix":390},"No minimum royalty obligation","A Licensee with exclusive or preferential access to IP can sit on the rights without exploiting them, blocking the Licensor from generating income while paying nothing.","Set a minimum annual or quarterly royalty that at least covers the Licensor's administrative costs and opportunity cost of not licensing the IP elsewhere.",{"mistake":392,"why_it_matters":393,"fix":394},"No cure period before termination for breach","Courts in the US, Canada, the UK, and the EU commonly refuse to enforce immediate termination for a first, curable breach — rendering the termination clause ineffective when you need it most.","Require written notice of the breach and a 30-day cure period before termination becomes effective, and reserve the right to terminate immediately only for payment defaults exceeding 60 days or insolvency events.",{"mistake":396,"why_it_matters":397,"fix":398},"Absolute non-infringement warranty from the Licensor","Guaranteeing that the licensed IP infringes no third-party rights exposes the Licensor to unlimited indemnity liability for claims that may not even be discoverable at signing.","Limit the warranty to 'Licensor's knowledge' and include a mutual obligation to notify the other party promptly if either becomes aware of a third-party infringement claim.",{"mistake":400,"why_it_matters":401,"fix":402},"No carve-out for injunctive relief in mandatory arbitration clauses","IP disputes frequently require urgent court orders to stop ongoing infringement. An arbitration-only clause can delay interim relief by months, allowing irreparable harm to compound.","Add a standard carve-out permitting either party to seek temporary restraining orders or preliminary injunctions from a court of competent jurisdiction pending arbitration.",[404,407,410,413,416,419,422,425,428,431],{"question":405,"answer":406},"What is a non-exclusive non-transferable license agreement?","A non-exclusive non-transferable license agreement is a contract in which an IP owner grants a specific party the right to use defined intellectual property — such as software, a patent, a trademark, or copyrighted content — without giving that party exclusive access or the right to pass the license on to others. The Licensor retains the ability to grant the same rights to additional licensees simultaneously, and the Licensee cannot assign, sublicense, or otherwise transfer the rights it receives.\n",{"question":408,"answer":409},"How are royalties typically calculated in a license agreement?","Royalties are most commonly calculated as a percentage of net sales of products or services that incorporate the licensed IP — typically 2–10% for technology and software, and 3–8% for consumer goods trademarks. Alternatively, royalties can be structured as a flat fee per unit manufactured or sold, a tiered rate that decreases at volume thresholds, or a lump-sum advance against future earned royalties. The agreement must define the royalty base precisely — including which deductions reduce gross revenue to net — to avoid calculation disputes.\n",{"question":411,"answer":412},"What is the difference between a non-exclusive and an exclusive license?","A non-exclusive license allows the Licensor to grant the same rights to multiple licensees at the same time, preserving maximum monetization flexibility. An exclusive license gives the Licensee the sole right to use the IP within a defined field or territory, meaning the Licensor cannot grant equivalent rights to anyone else during the term. Exclusive licenses typically command higher royalty rates or larger upfront fees in exchange for that exclusivity.\n",{"question":414,"answer":415},"Why is it important to include an audit rights clause?","Royalty payments are self-reported by the Licensee, creating an inherent information asymmetry. An audit rights clause gives the Licensor the contractual ability to independently verify that royalty calculations are accurate. Without it, underpayments can go undetected for years. Including a cost-shifting provision — where the Licensee pays for the audit if underpayment exceeds 5% — creates a financial deterrent against deliberate or systematic underreporting.\n",{"question":417,"answer":418},"Can the Licensee transfer or sublicense the rights without permission?","Under a non-transferable license, the Licensee is expressly prohibited from assigning, sublicensing, or otherwise transferring the rights to any third party without the Licensor's prior written consent. This is a core protection in the agreement. Some jurisdictions may imply a limited right to sublicense even under a non-transfer restriction unless the agreement explicitly uses the word 'non-sublicensable' — so both terms should appear in the grant clause.\n",{"question":420,"answer":421},"What happens to royalties owed if the agreement is terminated?","Royalties accrued before the effective date of termination survive the end of the agreement and remain legally owed. A well-drafted termination clause explicitly states that all payment obligations accrued as of the termination date are not extinguished by termination. The Licensor typically retains audit rights for a defined period after termination — commonly 2–3 years — to verify pre-termination royalty calculations.\n",{"question":423,"answer":424},"Do I need a lawyer to prepare this license agreement?","For straightforward licensing arrangements between domestic parties with a single IP asset and a simple royalty structure, a high-quality template provides a solid foundation. Legal review is strongly recommended when the licensed IP is a core business asset, when the royalty streams are material, when the Licensee operates in multiple jurisdictions, or when the agreement involves patents subject to regulatory scrutiny such as pharmaceutical or medical device IP. A 2–4 hour review typically costs $600–$1,500 and is worthwhile for any license generating more than $25,000 per year in royalties.\n",{"question":426,"answer":427},"What is a minimum royalty guarantee and why does it matter?","A minimum royalty guarantee requires the Licensee to pay a floor amount each period — quarterly or annually — regardless of actual sales or usage. It matters because without one, a Licensee can acquire a non-exclusive license and then fail to deploy the IP, generating no royalties while the Licensor continues to bear administrative obligations. The minimum ensures the Licensor receives at least baseline compensation and creates a commercial incentive for the Licensee to actually use the IP.\n",{"question":429,"answer":430},"Which governing law should I choose for a license agreement?","Choose the governing law of the jurisdiction where the Licensor is incorporated or headquartered, where most contractual activity will occur, or where the IP is registered. US Licensors typically choose Delaware, New York, or California; Canadian Licensors typically choose Ontario or British Columbia. For cross-border agreements, US or UK law is commonly agreed as a neutral governing law. Avoid choosing a jurisdiction neither party has a meaningful connection to, as courts may decline to enforce that choice.\n",{"question":432,"answer":433},"How long should a non-exclusive license agreement last?","Initial terms of 1–3 years are most common for new licensing relationships, allowing both parties to evaluate performance before committing long-term. Software and technology licenses frequently run 1–2 years with annual renewal options. Trademark licenses for consumer goods often run 3–5 years. Long initial terms — 10 years or more — should include performance milestones or minimum royalty escalators so the Licensor can exit if the Licensee consistently underperforms.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Technology / SaaS","industry-saas","Royalties structured as a percentage of Licensee's SaaS subscription revenue attributable to the licensed API, SDK, or algorithm, with audit rights over usage logs and revenue reports.",{"industry":440,"icon_asset_id":441,"specifics":442},"Pharmaceutical and Life Sciences","industry-healthtech","Patent licensing with royalties tied to net sales of licensed drug formulations, milestone payments on regulatory approvals, and field-of-use restrictions by therapeutic indication.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing and Consumer Goods","industry-manufacturing","Trademark and trade-dress licenses for branded products, with minimum royalty guarantees, quality control standards tied to the IP grant, and the right to inspect manufacturing facilities.",{"industry":448,"icon_asset_id":449,"specifics":450},"Media, Publishing, and Entertainment","industry-marketing","Copyright licenses for music, literary works, or visual content with royalties based on units sold, streams, or broadcast uses, and separate rates for digital versus physical distribution.",{"industry":452,"icon_asset_id":453,"specifics":454},"Professional Services","industry-professional-services","Licensing proprietary methodologies, training curricula, or assessment tools to consulting firms or educational providers, with per-seat or per-engagement royalty structures.",{"industry":456,"icon_asset_id":457,"specifics":458},"Retail and E-commerce","industry-retail","Brand licensing for private-label or co-branded products, with royalties calculated on net wholesale or direct-to-consumer sales and territory restrictions by sales channel.",[460,463,466,469],{"vs":223,"vs_template_id":461,"summary":462},"D{EXCLUSIVE_LICENSE_ID}","An exclusive license grants one Licensee the sole right to use the IP within a defined field or territory, preventing the Licensor from licensing the same rights to anyone else during the term. A non-exclusive license preserves the Licensor's ability to monetize the same IP across multiple licensees simultaneously. Use an exclusive license when the Licensee demands market protection in exchange for a higher royalty rate or upfront payment; use a non-exclusive license to maximize licensing income across multiple partners.",{"vs":231,"vs_template_id":464,"summary":465},"assignment-of-intellectual-property-D1023","An IP assignment permanently transfers ownership of the IP from the seller to the buyer in exchange for a purchase price — the original owner retains no rights. A license agreement grants usage rights while the Licensor retains ownership, typically in exchange for ongoing royalties. Choose an assignment when you want a clean sale of the IP; choose a license when you want to retain ownership and generate recurring income from multiple users.",{"vs":227,"vs_template_id":467,"summary":468},"software-license-agreement-D1015","An end-user software license grants a single organization the right to install and use software internally, usually for a flat annual fee with no royalty component. A non-exclusive royalty license is used when the Licensee incorporates the software or technology into products it sells to its own customers, making a revenue-share royalty structure more appropriate than a flat fee. Use the end-user agreement for internal deployment; use this royalty license when the Licensee will commercialize the IP.",{"vs":470,"vs_template_id":471,"summary":472},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared between parties during negotiations or a business relationship — it grants no usage rights to any IP. A license agreement is the operative document that actually grants usage rights and sets royalty terms. In practice, parties sign an NDA before negotiating a license agreement, and the license agreement then contains its own confidentiality obligations that govern the ongoing relationship.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Licensors with a single IP asset, a straightforward royalty structure, and a domestic Licensee in a low-risk industry","Free","30–60 minutes",{"best_for":479,"cost":480,"time":481},"Royalty streams above $25,000 per year, cross-border arrangements, or IP that is a core business asset","$600–$1,500","3–7 days",{"best_for":483,"cost":484,"time":485},"Complex multi-jurisdiction IP portfolios, pharmaceutical or biotech licensing, or agreements with material upfront payments and milestone structures","$3,000–$10,000+","2–6 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","US patent licenses must be in writing to be enforceable under 35 U.S.C. §261. Copyright licenses for exclusive rights also require a written instrument under 17 U.S.C. §204, though non-exclusive copyright licenses can technically be oral — a written agreement is still strongly recommended. Royalty structures in certain industries, notably pharmaceutical patent licenses, are subject to antitrust scrutiny under the Sherman Act. State law governs contract interpretation, and courts in California and New York are the most common choice of law for IP licensing disputes.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Canadian patent and trademark licenses must be in writing and, for trademark licenses, the Licensor must retain quality control over the licensed goods or services to prevent the trademark from becoming unenforceable due to uncontrolled use under the Trademarks Act. Royalty withholding tax of 25% (reduced by tax treaty, commonly to 10% for US residents) applies to royalties paid by Canadian residents to non-residents. Quebec civil law applies to agreements governed by Quebec law, which may interpret certain terms differently than common-law provinces.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","UK patent licenses must be in writing and signed by the patentee or an authorized agent under the Patents Act 1977. Exclusive licenses must also be registered at the UK Intellectual Property Office to be enforceable against third parties. Post-Brexit, EU IP registrations no longer automatically cover the UK — separate UK trademark and design registrations are required. Royalty payments to non-UK residents may be subject to UK withholding tax at 20%, reduced under applicable double-tax treaties.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","EU competition law — specifically Article 101 TFEU and the Technology Transfer Block Exemption Regulation (TTBER) — governs the permissible scope of restrictions in technology license agreements. Non-exclusive licenses generally fall within the safe harbor of the TTBER if market share thresholds are not exceeded. GDPR applies where the licensed IP involves processing personal data, requiring data processing clauses. Royalty withholding tax rates vary by member state and applicable double-tax treaty, typically ranging from 0–15%.",[508,509,471,510,511,512,244,513,514,515,516,517],"software-license-agreement-D12928","assignment-of-intellectual-property-rights-D5206","independent-contractor-agreement-D160","service-agreement-D12711","joint-venture-agreement-D889","trademark-license-agreement-D5230","distribution-agreement-D12544","new-product-development-plan-D14014","consulting-agreement---long-D12543","mutual-confidentiality-agreement-D954",{"emit_how_to":188,"emit_defined_term":188},{"primary_folder":96,"secondary_folder":520,"document_type":521,"industry":522,"business_stage":523,"tags":524,"confidence":529},"intellectual-property-and-licensing","agreement","general","all-stages",[525,98,526,527,528],"intellectual-property","royalties","non-exclusive","licensing",0.95,"\u003Ch2>What is a Non-Exclusive Non-Transferable License Agreement with Royalties?\u003C/h2>\n\u003Cp>A \u003Cstrong>Non-Exclusive Non-Transferable License Agreement with Royalties\u003C/strong> is a legally binding contract in which an intellectual property owner (the Licensor) grants a defined party (the Licensee) the right to use specific IP — such as a patent, trademark, copyrighted work, or proprietary software — within agreed limits, while retaining full ownership and the ability to license the same IP to others. The Licensee pays the Licensor ongoing royalties, typically calculated as a percentage of net sales or a per-unit fee, in exchange for the usage rights. Because the license is non-transferable, the Licensee cannot assign, sublicense, or otherwise pass the rights to a third party without the Licensor's express written consent. This structure allows IP owners to monetize their assets across multiple commercial relationships simultaneously, without ceding control or ownership of the underlying property.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a written license agreement exposes both parties to significant legal and financial risk. A Licensor who allows use of IP without a signed contract has no enforceable royalty obligation, no audit right to verify payments, and no contractual basis to stop unauthorized sublicensing or misuse. Courts in every major jurisdiction treat IP usage without a written license as a potential infringement claim waiting to happen — or, worse, as an implied license that is nearly impossible to revoke. For the Licensee, an undocumented arrangement provides no protection against the Licensor revoking access mid-project, changing royalty terms unilaterally, or claiming that agreed usage falls outside the scope of what was permitted. This template gives both parties a clear, enforceable framework: the Licensor retains ownership and receives auditable royalty income; the Licensee obtains documented usage rights with defined terms. Using a professionally structured agreement — executed before the IP is deployed — closes the gaps that generate costly disputes and protects the value of the IP for the long term.\u003C/p>\n",1778773438988]