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DEFINITIONS Except where otherwise set out, the following terms and expressions shall be as defined in this section: 1.1 \"Copyrightable Technology\" means, collectively, those works described in Exhibit A hereof; 1.2 \"Enhancement\" shall include any modification, change or addition to the Technology made during the period of exclusivity provided for in paragraph l herein. 1.3 \"Intellectual Property Rights\" includes patents, trademarks, service marks, registered designs, integrated circuit topography, including applications for any of the foregoing, as well as copyright, design rights, know-how, confidential information, trade secrets and any other similar rights in any country; 1.4 \"Know-how\" means any know-how developed or owned by [YOUR COMPANY NAME] regarding the \"Value Software\" methodology or its applications. 1.5 \"Technology\" shall mean, collectively, the Copyrightable Technology and the Know-how. 2. LICENSE 2.1 Subject to Article 3, [YOUR COMPANY NAME] hereby grants to Licensee, which accepts, a worldwide license with respect to all Intellectual Property Rights in and to the Technology; 2.2 For more certainty, Licensee shall be entitled to use the Technology as is, make derivative works from it, publish it, combine it with other materials and works owned by Licensee or others, teach it to others for their use, grant non-exclusive licenses to third parties for the use of the Technology with or without compensation and assign its rights under the license granted to Licensee hereunder, sub-license such rights or otherwise make use of the Technology and any products incorporating the Technology without accounting to [YOUR COMPANY NAME] provided that Licensee may not thereby pass title or in any way assign, in whole or in part, any Intellectual Property Rights in and to the Technology, which rights shall remain solely with [YOUR COMPANY NAME]; 2.3 Licensee shall not have the right to assign, license or otherwise grant any right to a third party which would deprive [YOUR COMPANY NAME] of any residual rights listed in paragraph l hereinafter [for example by granting an exclusivity beyond the scope of the exclusivity granted to Licensee hereunder]. 3. EXCLUSIVITY 3.1 The rights granted to Licensee hereunder with respect to the Know-how are non-exclusive provided that no [YOUR COMPANY NAME] Member shall use the Know-how for any non-Licensee client without Licensee's prior written consent, which consent shall not be unreasonably withheld, while that [YOUR COMPANY NAME] Member is employed by Licensee or is seconded to a Licensee client on terms contemplating a return to Licensee. 3.2 Licensee's rights in the Copyrightable Technology will be non-exclusive and [YOUR COMPANY NAME] Members (or any [YOUR COMPANY NAME] Member as its interest in the [Copyrightable?] Technology may appear) will be free to exploit the Copyrightable Technology, provided that that exploitation does not infringe on Licensee's non-exclusive rights. 4",null,"License Agreement Worldwide 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Agreement","/template/intellectual-property-license-agreement-D13718","https://templates.business-in-a-box.com/imgs/250px/13718.png",{"label":80,"url":81,"thumb":82,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":84,"url":85,"thumb":86,"extension":10},"License Agreement Short Form","/template/license-agreement-short-form-D1027","https://templates.business-in-a-box.com/imgs/250px/1027.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":101,"url":102},"TRADEMARK LICENSE This Trademark License (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Trade Marks (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the trade marks set forth in Schedule [SPECIFY] attached hereto (the \"Trade Marks\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Trade Mark License\"), to use the Trade Marks and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Trade Marks (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Trade Mark in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Trade Mark outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Trade Marks (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Trade Marks in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Trade Marks as the Licensor may reasonably impose, may use the Trade Marks in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Trade Mark License is limited strictly to the rights granted hereunder and that all other rights in the Trade Marks in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Trade Mark License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a trade mark license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Trade Mark License shall take place only upon the assignee and the Licensor entering into a trade mark license agreement substantially the same as this Trade Mark License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Trade Marks shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Trade Marks than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Trade Marks than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and trade mark provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Trade marks, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.","Trademark License Agreement","9",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement-D5230.png","https://templates.business-in-a-box.com/imgs/250px/5230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5230.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":20,"url":100},"copyrights-patent-trademark","trademark license agreement","/template/trademark-license-agreement-D5230",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":107,"extension":10,"preview":108,"thumb":109,"svgFrame":110,"seoMetadata":111,"parents":112,"keywords":115,"url":116},"TECHNOLOGY TRANSFER AGREEMENT This Technology Transfer Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), 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 \"Purchaser\"), an individual with his main address located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS on this date [DATE], [YOUR COMPANY NAME] and the [COMPANY NAME] (the \"Purchaser\") have entered into a Share Purchase Agreement pursuant to which the Purchaser purchased from [YOUR COMPANY NAME] [NUMBER] Common shares of the share capital of [YOUR COMPANY NAME]; WHEREAS the Purchaser, for the price and subject to the terms and conditions contained herein, wishes to purchase from [YOUR COMPANY NAME], all of [YOUR COMPANY NAME]'s rights, titles and interests in the technology related to [DESCRIBE TECHNOLOGY TO BE TRANSFERRED] (collectively, the \"Technology\"); AND WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, wishes to sell to the purchaser name, all of its rights, titles and interests in the Technology; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SALE OF TECHNOLOGY 1.1 Subject to the terms and conditions herein contained, [YOUR COMPANY NAME] hereby sells and transfers its rights, titles and interests in the Technology to the Purchaser, and the Purchaser hereby purchases such rights, titles and interests from [YOUR COMPANY NAME] for a total purchase price (the \"Purchase Price\") of [AMOUNT] payable as hereinafter set forth. 2. PAYMENT OF PURCHASE PRICE 2.1 The Purchase Price shall be paid by the purchaser to [YOUR COMPANY NAME] by the remittance, concurrently with the execution of this Agreement, of a certified check drafted to the order of the Seller in the amount of [AMOUNT]. 3","Technology Transfer Agreement","2",42,"https://templates.business-in-a-box.com/imgs/1000px/technology-transfer-agreement-D919.png","https://templates.business-in-a-box.com/imgs/250px/919.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#919.xml",{"title":6,"description":6},[113,114],{"label":33,"url":98},{"label":33,"url":98},"technology transfer agreement","/template/technology-transfer-agreement-D919",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":134},"CONTENT LICENSE AGREEMENT This Content License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [LICENSOR NAME] (the \"Licensor\"), an individual/entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual/entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its principal place of business located at: [COMPLETE ADDRESS] WHEREAS, the Licensor owns certain intellectual property rights in the content described in Schedule A attached hereto (the \"Content\"); and WHEREAS, the Licensee desires to obtain from the Licensor, and the Licensor agrees to grant, a license to use the Content under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: GRANT OF LICENSE License Grant: The Licensor hereby grants to the Licensee a [EXCLUSIVE/NON-EXCLUSIVE], [WORLDWIDE/TERRITORIAL], royalty-bearing license to use, reproduce, display, and distribute the Content as described in Schedule A, solely for the following purpose(s): [DESCRIBE PURPOSE, e.g., commercial use, promotional activities, educational purposes]. Sublicensing: The Licensee [may/may not] sublicense the rights granted under this Agreement to third parties without the prior written consent of the Licensor. TERM AND TERMINATION 2.1 Term: This Agreement shall commence on [START DATE] and shall continue for a period of [NUMBER OF YEARS/MONTHS] years/months, unless terminated earlier in accordance with the terms of this Agreement. 2.2 Termination for Cause: Either Party may terminate this Agreement immediately if the other Party breaches any material obligation under this Agreement and fails to cure such breach within [NUMBER OF DAYS] days of receiving written notice of the breach. 2.3 Effect of Termination: Upon termination of this Agreement, the Licensee shall cease all use of the Content and shall return or destroy any copies of the Content in its possession, except as otherwise agreed in writing by the Licensor. Any sublicenses granted by the Licensee prior to termination shall survive termination, subject to the terms of this Agreement. FEES AND ROYALTIES 3.1 License Fee: The Licensee agrees to pay the Licensor a one-time license fee of [AMOUNT] upon execution of this Agreement. 3.2 Royalties: In addition to the license fee, the Licensee agrees to pay the Licensor a royalty of [PERCENTAGE]% of gross revenue generated from the Licensee's use of the Content. Royalties shall be payable on a [monthly/quarterly] basis, with payments due within [NUMBER OF DAYS] days following the end of each period. 3.3 Audit Rights: The Licensor shall have the right to audit the Licensee's records to ensure the accuracy of royalty payments. The Licensee agrees to provide reasonable access to its financial records for such audit purposes upon [NUMBER OF DAYS] days' written notice. INTELLECTUAL PROPERTY RIGHTS 4.1 Ownership of Content: The Licensor retains all right, title, and interest in and to the Content, including all intellectual property rights. This Agreement does not transfer ownership of the Content to the Licensee. 4.2 Use of Trademarks and Copyrights: The Licensee shall use the Licensor's trademarks, copyrights, and other proprietary marks associated with the Content only in accordance with the guidelines provided by the Licensor. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment","7",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[160,161],{"label":33,"url":98},{"label":162,"url":163},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",{"description":167,"descriptionCustom":6,"label":168,"pages":169,"size":170,"extension":10,"preview":171,"thumb":172,"svgFrame":173,"seoMetadata":174,"parents":175,"keywords":179,"url":180},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[176,178],{"label":17,"url":177},"software-technology-business",{"label":17,"url":177},"custom software development agreement","/template/custom-software-development-agreement-D787",false,{"seo":183,"reviewer":194,"quick_facts":198,"at_a_glance":201,"personas":205,"variants":230,"glossary":255,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":510,"classification":511},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187},"License Agreement Worldwide License Template (Free Word)","Free worldwide license agreement template for granting global IP rights. Covers scope, royalties, exclusivity, sublicensing, and termination. Free Word and PDF download.","worldwide license agreement template",[188,189,190,191,192,193],"worldwide license agreement","intellectual property license template","global licensing agreement template","license agreement template word","exclusive license agreement template","royalty license agreement template",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":199,"legal_review_recommended":200,"signature_required":200},"advanced",true,{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Worldwide License Agreement is a legally binding contract in which a licensor grants a licensee the right to use, reproduce, distribute, or commercialize intellectual property — such as software, patents, trademarks, or creative works — across all territories globally. This free Word download lets you define the scope, exclusivity, royalty structure, sublicensing rights, and termination conditions in a single enforceable document you can edit online and export as PDF.\n","Use it when you are granting or receiving rights to IP that will be exploited in more than one country and a territory-by-territory approach is impractical. It is the standard instrument for global software distribution, international brand licensing, cross-border patent commercialization, and worldwide content distribution deals.\n","Definitions of the licensed property and permitted use, grant of rights with exclusivity and sublicensing terms, royalty payment structure and audit rights, representations and warranties, confidentiality, indemnification, infringement procedures, term and termination, and governing law.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Software companies","Licensing a SaaS platform or software product to global enterprise customers","persona-software-company",{"title":211,"use_case":212,"icon_asset_id":213},"Inventors and patent holders","Commercializing a patented invention by granting worldwide exploitation rights","persona-inventor",{"title":215,"use_case":216,"icon_asset_id":217},"Brand owners and franchisors","Licensing a trademark or brand identity for use in international markets","persona-franchisor",{"title":219,"use_case":220,"icon_asset_id":221},"Content creators and publishers","Granting a distributor worldwide rights to reproduce and sell original creative works","persona-content-creator",{"title":223,"use_case":224,"icon_asset_id":225},"Startup founders","Licensing proprietary technology to a larger company as a revenue stream","persona-startup-founder",{"title":227,"use_case":228,"icon_asset_id":229},"Corporate IP counsel","Standardizing inbound and outbound licensing arrangements across business units","persona-ip-counsel",[231,235,239,242,246,249,252],{"situation":232,"recommended_template":233,"slug":234},"Granting rights limited to a single country or defined region","Territory-Specific License Agreement","exclusive-sales-territory-agreement-D12828",{"situation":236,"recommended_template":237,"slug":238},"Licensing software to end users under standard click-through terms","End User License Agreement (EULA)","end-user-license-agreement-D13011",{"situation":240,"recommended_template":89,"slug":241},"Licensing a brand or trademark to a third-party operator","trademark-license-agreement-D5230",{"situation":243,"recommended_template":244,"slug":245},"Granting rights to use and modify open-source software","Open Source Software License","source-code-license-agreement-D807",{"situation":247,"recommended_template":105,"slug":248},"Licensing technology as part of a joint venture or strategic alliance","technology-transfer-agreement-D919",{"situation":250,"recommended_template":56,"slug":251},"Permitting a third party to manufacture and sell products using your IP","manufacturing-license-agreement-D13844",{"situation":253,"recommended_template":119,"slug":254},"Granting rights to publish and distribute original written or visual content","content-license-agreement-D13936",[256,259,262,265,268,271,274,277,280,283,286,289],{"term":257,"definition":258},"Licensor","The party that owns the intellectual property and grants permission for another party to use it under the terms of the agreement.",{"term":260,"definition":261},"Licensee","The party receiving the right to use the licensor's intellectual property within the scope defined in the agreement.",{"term":263,"definition":264},"Exclusive License","A grant of rights in which the licensor agrees not to license the same IP to any other party — sometimes including the licensor itself — within the defined scope.",{"term":266,"definition":267},"Non-Exclusive License","A grant of rights that allows the licensor to simultaneously license the same IP to multiple licensees.",{"term":269,"definition":270},"Sublicensing","The licensee's right to grant a portion of their licensed rights to a third party — typically a distributor or reseller — subject to licensor approval.",{"term":272,"definition":273},"Royalty","A periodic payment made by the licensee to the licensor, calculated as a percentage of revenue, a per-unit fee, or a fixed amount, in exchange for the continued right to use the IP.",{"term":275,"definition":276},"Minimum Guaranteed Royalty","A floor payment the licensee must make regardless of actual sales or usage, ensuring the licensor receives a baseline return.",{"term":278,"definition":279},"Field of Use","A restriction limiting the licensee's rights to a specific application, industry, or purpose — for example, 'medical devices only' or 'consumer retail channels only.'",{"term":281,"definition":282},"IP Infringement","Unauthorized use of protected intellectual property by a third party that falls within the scope of the licensed rights.",{"term":284,"definition":285},"Work for Hire","A legal doctrine under which creative or inventive work produced by an employee or commissioned contractor belongs to the engaging party, not the creator.",{"term":287,"definition":288},"Perpetual License","A license that grants rights indefinitely with no expiration date, as opposed to a term license that expires after a defined period.",{"term":290,"definition":291},"Audit Rights","The licensor's contractual right to inspect the licensee's financial records to verify that royalty payments accurately reflect actual usage or sales.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Definitions and licensed property","Precisely identifies the intellectual property being licensed — patent numbers, trademark registrations, software versions, or content titles — and defines key terms used throughout the agreement.","'Licensed IP' means [DESCRIPTION OF IP], including all patents listed in Schedule A, any continuations or improvements thereto, and all associated know-how owned by [LICENSOR NAME] as of [EFFECTIVE DATE].","Defining the licensed IP too broadly or by category rather than by specific reference. An overbroad definition can inadvertently grant rights to future IP the licensor has not yet created or intended to include.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Grant of rights and exclusivity","States precisely what the licensee may do with the IP — reproduce, distribute, modify, sublicense — and whether the grant is exclusive, sole, or non-exclusive on a worldwide basis.","Licensor hereby grants to Licensee a [exclusive / non-exclusive], worldwide, royalty-bearing license to [reproduce / distribute / modify / sublicense] the Licensed IP solely within the Field of Use defined in Schedule B.","Omitting the field-of-use restriction when granting a worldwide exclusive license. Without it, the licensor surrenders all global commercialization rights across every industry and channel.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Sublicensing rights","Specifies whether the licensee may grant sublicenses to third parties, on what conditions, and whether licensor pre-approval is required for each sublicensee.","Licensee may grant sublicenses to [Affiliates / Approved Third Parties] provided that (a) each sublicense is in writing and no less restrictive than this Agreement, (b) Licensee provides written notice to Licensor within [15] days of execution, and (c) Licensee remains liable for all sublicensee obligations.","Granting sublicensing rights without requiring sublicenses to mirror the main agreement's restrictions. A permissive sublicensing chain can dilute IP value and expose the licensor to uncontrolled third-party use.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Royalties, fees, and payment terms","Sets the royalty rate or fee structure, the calculation basis (net revenue, unit sales, or fixed fee), payment frequency, and any minimum guaranteed royalties.","Licensee shall pay Licensor a royalty of [X]% of Net Revenue from sales of Licensed Products, payable within [30] days following the end of each calendar quarter, with a minimum guaranteed royalty of $[AMOUNT] per year commencing [DATE].","Failing to define 'Net Revenue' or 'Net Sales' precisely. Without a definition that excludes specific deductions — returns, taxes, shipping — licensees apply inconsistent calculations that consistently understate royalties owed.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Audit rights and record-keeping","Gives the licensor the right to inspect the licensee's books and records to verify royalty calculations, and requires the licensee to maintain accurate records for a defined period.","Licensee shall maintain complete and accurate records relating to all sales and uses of the Licensed IP for a period of [3] years. Licensor may, upon [30] days' written notice, audit such records no more than once per calendar year at Licensor's expense, unless the audit reveals an underpayment of more than [5]%, in which case Licensee shall bear the audit cost.","No audit rights clause at all, or limiting audits to once every three years. Without regular audit rights, royalty underpayment goes undetected for years — and the statute of limitations on recovery may expire.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Representations, warranties, and IP ownership","The licensor warrants that it owns or controls the IP, has the right to grant the license, and that the IP does not infringe third-party rights. The licensee warrants it will use the IP only as permitted.","Licensor represents and warrants that (a) it is the sole owner of the Licensed IP, (b) it has full authority to grant the rights herein, and (c) to Licensor's knowledge as of the Effective Date, the Licensed IP does not infringe any third-party intellectual property rights.","Accepting a licensor warranty that extends to future infringement claims without limitation. An unqualified infringement warranty exposes the licensor to unlimited liability for third-party patent suits that emerge years after signing.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Indemnification and infringement response","Allocates responsibility for defending and funding third-party IP infringement claims, and requires each party to promptly notify the other of any known or threatened infringement of the licensed IP.","Each party shall promptly notify the other in writing upon becoming aware of any alleged infringement of the Licensed IP. Licensor shall have the first right to bring suit against infringers. If Licensor elects not to act within [60] days of notice, Licensee may bring suit at its own expense and retain [X]% of any recovery.","No infringement response protocol — leaving it unclear which party controls litigation. When a third party infringes licensed IP, disputes over who controls the lawsuit and bears costs can stall enforcement for months.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Confidentiality","Prohibits both parties from disclosing the other's confidential information — including the commercial terms of the agreement itself — to third parties during and after the license term.","Each party agrees to hold the other's Confidential Information in strict confidence, to use it only for purposes expressly permitted by this Agreement, and not to disclose it to any third party without prior written consent. This obligation survives termination for a period of [5] years.","Omitting the financial terms of the agreement from the definition of Confidential Information. Royalty rates and minimum guarantees disclosed to competitors can undermine future negotiating positions.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Term, termination, and effect of termination","States the initial license period, renewal mechanics, and the conditions under which either party may terminate — including breach, insolvency, or convenience — and what happens to the licensee's rights upon termination.","This Agreement commences on [EFFECTIVE DATE] and continues for an initial term of [X] years, renewing automatically for successive [1]-year periods unless either party provides [90] days' written notice. Either party may terminate for material breach upon [30] days' written notice if such breach remains uncured. Upon termination, all licenses granted herein shall immediately cease and Licensee shall destroy or return all copies of the Licensed IP.","No wind-down period for the licensee upon termination. Requiring immediate cessation can strand products already in distribution channels or customers mid-subscription — triggering secondary liability for the licensee.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and the mechanism for resolving disputes — arbitration, mediation, or litigation — including venue and language.","This Agreement shall be governed by the laws of [STATE/COUNTRY], without regard to its conflict-of-laws principles. Any dispute arising hereunder shall be resolved by binding arbitration under the rules of [ICC / AAA / LCIA] in [CITY], conducted in [LANGUAGE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to either party's operations. Selecting an unfamiliar jurisdiction to appear neutral often results in neither party having local counsel familiar with how that jurisdiction's courts actually apply IP law.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify and schedule the licensed IP precisely","List the specific IP being licensed in a Schedule A — patent numbers and filing dates, trademark registration numbers and jurisdictions, software version numbers, or content titles with copyright registration references. Do not rely on a general description in the body of the agreement.","For pending patents or unregistered trademarks, include the application number and filing date and add a clause covering improvements and continuations automatically.",{"step":350,"title":351,"description":352,"tip":353},2,"Define the grant scope, exclusivity, and field of use","Choose exclusive, sole, or non-exclusive, and specify exactly what the licensee may do — reproduce, distribute, modify, sublicense. Add a field-of-use restriction in Schedule B limiting the grant to specific industries, products, or channels if you intend to license the same IP to others.","An exclusive worldwide license without a field-of-use restriction is one of the most expensive mistakes a licensor can make — it forecloses all future licensing revenue in every market and sector.",{"step":355,"title":356,"description":357,"tip":358},3,"Set the royalty structure and define the calculation base","Choose a royalty model — percentage of net revenue, per-unit fee, flat annual fee, or a tiered structure. Define 'Net Revenue' or 'Net Sales' explicitly, listing every permitted deduction. Add a minimum guaranteed royalty if the licensor needs baseline income regardless of the licensee's performance.","Tiered royalty rates that decrease as volume increases create an incentive for the licensee to scale aggressively — useful when market penetration is the licensor's primary goal.",{"step":360,"title":361,"description":362,"tip":363},4,"Configure sublicensing permissions and conditions","Decide whether sublicensing is permitted and to whom — affiliates only, approved third parties, or all parties. Require that each sublicense be in writing, no less restrictive than the main agreement, and that the licensee remains jointly liable for sublicensee compliance.","For brand licensing deals, require licensor pre-approval of each sublicensee and the right to review sublicensee quality standards before the sublicense becomes effective.",{"step":365,"title":366,"description":367,"tip":368},5,"Insert audit rights and reporting obligations","Specify the royalty reporting frequency (quarterly is standard), the format of royalty statements, the record-retention period (3–5 years), and the audit frequency and cost-allocation rule. Include a shortfall threshold that shifts audit costs to the licensee.","Set the cost-shift threshold at 5% underpayment — low enough to incentivize accurate reporting, high enough to avoid disputes over rounding differences.",{"step":370,"title":371,"description":372,"tip":373},6,"Draft the term and termination provisions","Set the initial license period, auto-renewal terms, and notice period for non-renewal. Include termination triggers for material breach, insolvency, change of control, and non-payment. Add a sell-off or wind-down period of 60–90 days post-termination for products already in distribution.","A change-of-control termination right is critical for exclusive licenses — it prevents the licensee's acquisition from passing your exclusive global rights to a competitor.",{"step":375,"title":376,"description":377,"tip":378},7,"Select governing law and dispute resolution forum","Choose a governing law that one or both parties have genuine connections to and where IP law is well-developed — New York, England and Wales, and Singapore are common neutral choices for international deals. Specify arbitration for commercial disputes and carve out injunctive relief for IP enforcement.","For cross-border deals between parties in different continents, ICC or LCIA arbitration in a neutral seat is generally more predictable than litigation in either party's home court.",{"step":380,"title":381,"description":382,"tip":383},8,"Execute before any IP is transferred or accessed","Both parties must sign the agreement — and any required schedules — before any access to the licensed IP is granted. For electronic execution, use a timestamped e-signature platform and store the fully executed copy in a secure document repository.","In several jurisdictions, an exclusive patent license must be recorded with the national patent office to be enforceable against third parties — check registration requirements before granting access.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Granting an exclusive worldwide license with no field-of-use restriction","The licensor surrenders the right to license the same IP to any other party anywhere in the world for any purpose — eliminating all future licensing revenue from other sectors or channels.","Always define a specific field of use and territory, even when the territory is worldwide. A worldwide exclusive limited to 'consumer electronics retail channels' preserves the right to license separately to healthcare, automotive, or other verticals.",{"mistake":390,"why_it_matters":391,"fix":392},"Failing to define Net Revenue or Net Sales","Licensees will apply the most favorable interpretation of deductions — including freight, taxes, returns, and promotional discounts — resulting in royalty underpayment that compounds over years.","Define Net Revenue in the definitions clause with an exhaustive list of permitted deductions and a cap on each category as a percentage of gross revenue.",{"mistake":394,"why_it_matters":395,"fix":396},"No audit rights or a three-year audit interval","Without regular audit rights, systematic royalty underpayment goes undetected until the statute of limitations on recovery approaches — and recovery becomes a costly, uncertain litigation.","Include annual audit rights with a cost-shift provision triggered by underpayments of 5% or more, and require licensees to submit certified quarterly royalty statements.",{"mistake":398,"why_it_matters":399,"fix":400},"Omitting a change-of-control termination right","If the licensee is acquired by a competitor, the worldwide exclusive license — and all the rights it carries — transfers to the acquirer without any consent or compensation to the licensor.","Add a clause giving the licensor the right to terminate, renegotiate, or convert an exclusive license to non-exclusive upon a change of control of the licensee, with a 30-day notice window after the closing is announced.",{"mistake":402,"why_it_matters":403,"fix":404},"No wind-down period upon termination","Requiring immediate cessation of all licensed activity upon termination can expose the licensee to secondary liability for products already sold into distribution channels or subscriptions already billed.","Include a 60–90 day sell-off period post-termination permitting the licensee to fulfill existing orders and provide notice to sublicensees, after which all remaining inventory must be destroyed or returned.",{"mistake":406,"why_it_matters":407,"fix":408},"Choosing a governing law with no connection to either party","Neither party has local counsel familiar with that jurisdiction's IP case law, and enforcement of any judgment or award becomes a secondary proceeding in the party's home country.","Select a governing law where at least one party is incorporated, operates substantially, or where the IP is primarily registered — or choose a recognized neutral seat such as New York, England, or Singapore for international deals.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a worldwide license agreement?","A worldwide license agreement is a contract in which the owner of intellectual property — the licensor — grants another party — the licensee — the right to use, reproduce, distribute, or commercialize that IP in every country and territory globally. It defines the scope of permitted use, exclusivity, royalty obligations, sublicensing rights, and the conditions under which the license may be terminated. A worldwide grant is typically used when territory-by-territory licensing is commercially impractical or when the licensee needs unrestricted global distribution rights.\n",{"question":414,"answer":415},"What is the difference between an exclusive and a non-exclusive worldwide license?","An exclusive worldwide license means the licensor grants rights to only one licensee and typically agrees not to exploit the IP itself within the licensed scope. A non-exclusive worldwide license allows the licensor to grant the same rights to multiple licensees simultaneously. Exclusive licenses command higher royalties and often include minimum guaranteed royalties to compensate the licensor for foreclosing other deals. The choice significantly affects the valuation of the license and the licensor's future flexibility.\n",{"question":417,"answer":418},"Does a worldwide license agreement need to be recorded with national patent or trademark offices?","In many jurisdictions, an exclusive patent or trademark license must be recorded with the relevant national IP office to be enforceable against third parties — including subsequent licensees or purchasers of the IP. The United States, the European Union, Canada, and the United Kingdom all have registration mechanisms for patent and trademark licenses. Failure to record can mean that a bona fide third-party purchaser of the IP takes free of the license. Consider consulting an IP attorney in each major territory before granting access.\n",{"question":420,"answer":421},"What royalty structure is most common in a worldwide license agreement?","A percentage of net revenue or net sales is the most common structure for product-based licenses, typically ranging from 3–15% depending on the industry and the strategic value of the IP. Software and technology licenses often use per-seat, per-API-call, or annual flat-fee structures. Patent licenses frequently include a minimum guaranteed royalty to ensure baseline income regardless of licensee performance. The right structure depends on how the licensee will generate revenue from the IP and how easily usage can be tracked and audited.\n",{"question":423,"answer":424},"Can the licensee sublicense a worldwide license to third parties?","Only if the agreement expressly permits sublicensing. Without a sublicensing clause, the licensee has no right to pass any portion of the licensed rights to distributors, resellers, or affiliates. When sublicensing is permitted, the agreement should require that each sublicense be in writing, no less restrictive than the main agreement, and that the licensee remains liable for all sublicensee obligations. Licensor pre-approval of each sublicensee is standard in brand and trademark licensing deals.\n",{"question":426,"answer":427},"What happens to the license if the licensee is acquired?","Unless the agreement contains a change-of-control clause, a license generally transfers to the acquirer as part of the licensee's assets — even if the acquirer is a direct competitor of the licensor. Most well-drafted worldwide license agreements include a licensor right to terminate, renegotiate, or convert an exclusive license to non-exclusive upon a change of control of the licensee. This is one of the most commonly negotiated and most commonly overlooked provisions in IP licensing deals.\n",{"question":429,"answer":430},"Which governing law should I choose for a worldwide license agreement?","New York law, English law, and Singapore law are the most commonly chosen neutral options for cross-border IP licensing because each has well-developed commercial and IP case law and is respected by courts in most jurisdictions. For domestic deals, the licensor's home state or country is typical. Avoid choosing a governing law with no meaningful connection to either party — neither party will have local counsel familiar with how that jurisdiction actually interprets license disputes.\n",{"question":432,"answer":433},"Is a worldwide license agreement the same as a technology transfer agreement?","No — they serve related but distinct purposes. A worldwide license agreement grants rights to use IP while the licensor retains ownership. A technology transfer agreement typically involves the transfer of know-how, technical documentation, training, and sometimes ownership of the underlying IP itself. Licensing deals are more common when the licensor wants to retain long-term ownership and royalty income; technology transfer is used when the goal is full commercialization by the receiving party with no ongoing licensor involvement.\n",{"question":435,"answer":436},"Do I need a lawyer to draft a worldwide license agreement?","For straightforward non-exclusive licenses between parties in the same country, a well-structured template is often sufficient for early-stage deals. However, worldwide exclusive licenses, deals involving significant IP value, cross-border enforcement risk, or complex royalty structures benefit materially from legal review. An IP attorney can ensure the agreement is registrable in key territories, that the royalty definitions are watertight, and that indemnification and infringement response clauses are appropriately balanced. A 2–4 hour review typically costs $600–$1,500 and is generally worthwhile for any exclusive worldwide grant.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Software and SaaS","industry-saas","Per-seat or usage-based royalties, version-specific grants covering current and future releases, and source-code escrow provisions protecting licensees against licensor insolvency.",{"industry":443,"icon_asset_id":444,"specifics":445},"Pharmaceuticals and Biotech","industry-healthtech","Milestone-based royalty structures tied to regulatory approval stages, field-of-use restrictions by indication or therapeutic area, and sublicensing rights to regional distribution partners.",{"industry":447,"icon_asset_id":448,"specifics":449},"Consumer Brands and Retail","industry-retail","Trademark and trade-dress licensing with quality-control approval rights, minimum sales thresholds to maintain exclusivity, and brand standards schedules requiring licensor sign-off on all marketing materials.",{"industry":451,"icon_asset_id":452,"specifics":453},"Entertainment and Media","industry-media","Rights clearance across distribution formats — streaming, broadcast, physical — with separate royalty pools for each channel and moral rights waivers where applicable under local law.",[455,458,461,464],{"vs":233,"vs_template_id":456,"summary":457},"D{TERRITORY_LICENSE_ID}","A territory-specific license restricts exploitation rights to one or more named countries or regions, allowing the licensor to maintain separate licensing relationships in different markets. A worldwide license is simpler to administer but forecloses the licensor's ability to negotiate higher royalties in high-value markets independently. Use a territory-specific license when regional partners have different commercial capabilities or when export control regulations require it.",{"vs":89,"vs_template_id":459,"summary":460},"trademark-license-agreement-D763","A trademark license agreement focuses specifically on the right to use a registered brand name, logo, or trade dress and typically includes quality-control and brand standards provisions that are less prominent in a general IP license. A worldwide license agreement covers any category of IP — patents, software, content, or know-how — and may include trademarks as one component. Use a standalone trademark license when brand identity is the primary asset being licensed.",{"vs":105,"vs_template_id":462,"summary":463},"technology-transfer-agreement-D776","A technology transfer agreement conveys operational know-how, technical documentation, and often ownership of the underlying IP — not just the right to use it. A worldwide license agreement preserves licensor ownership and generates ongoing royalty income. Choose a license when you want long-term royalty revenue; choose a technology transfer agreement when the goal is full commercialization by the recipient with no ongoing involvement from the originating party.",{"vs":237,"vs_template_id":465,"summary":466},"end-user-license-agreement-D13255","A EULA is a standardized, non-negotiated license granted to individual end users of software — typically accepted by click-through and offering no royalty or sublicensing provisions. A worldwide license agreement is a bilaterally negotiated commercial contract between two business entities involving meaningful IP value, royalties, and mutual obligations. Use a EULA for mass-market software distribution; use a worldwide license agreement for strategic B2B IP deals.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Non-exclusive worldwide licenses for lower-value IP between parties in the same jurisdiction","Free","30–60 minutes",{"best_for":473,"cost":474,"time":475},"Cross-border licenses, royalty structures above $25K per year, or deals involving software, patents, or registered trademarks","$600–$1,500","3–5 days",{"best_for":477,"cost":478,"time":479},"Exclusive worldwide licenses for high-value IP, pharmaceutical milestone deals, or licenses requiring multi-jurisdiction registration","$3,000–$15,000+","2–6 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Under US law, an exclusive patent license must be in writing to be enforceable, and while recording with the USPTO is optional, failure to record means a subsequent bona fide purchaser of the patent takes free of the license. Copyright licenses for exclusive rights must also be in writing per 17 U.S.C. § 204. State law governs most contract interpretation disputes — New York and Delaware are the most frequently chosen governing law states for commercial IP deals.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","Canada's Patent Act and Trade-marks Act provide for registration of licenses, and recording an exclusive license at the Canadian Intellectual Property Office (CIPO) is recommended to protect the licensee against subsequent dealings. Quebec's Civil Code imposes distinct rules on contractual interpretation and mandatory provisions that can override common-law contract language — any license with a Quebec nexus should be reviewed against Quebec civil law requirements. Bilingual documentation is advisable for agreements with Canadian government entities.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","Under the UK Patents Act 1977 and Trade Marks Act 1994, exclusive licenses must be in writing and signed by the licensor to be enforceable. Recording with the UK Intellectual Property Office (IPO) is strongly recommended — an unrecorded exclusive licensee may not recover damages for infringement occurring before the license was registered. Post-Brexit, EU trademark and design registrations no longer automatically cover the UK; ensure the licensed IP schedule includes both EUIPO and UKIPO registrations where relevant.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","EU competition law — particularly Article 101 TFEU — limits certain restrictions in technology license agreements, and the EU Technology Transfer Block Exemption Regulation (TTBER) provides safe harbors for licenses between non-competing parties below defined market-share thresholds. GDPR obligations attach to any license agreement involving the processing of personal data as part of the licensed technology. Exclusive licenses covering EU unitary patents and EUIPO trademarks can be recorded centrally, but member state registrations may be needed for national IP rights.",[241,238,248,254,502,503,504,505,506,507,508,509],"non-disclosure-agreement-nda-D12692","intellectual-property-assignment-D5229","custom-software-development-agreement-D787","distribution-agreement-D12544","joint-venture-agreement-D889","consulting-agreement---long-D12543","franchise-agreement-D13235","trademark-license-and-royalty-agreement-D970",{"emit_how_to":200,"emit_defined_term":200},{"primary_folder":98,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"intellectual-property-and-licensing","agreement","general","all-stages",[517,518,519,520,521],"intellectual-property","license-agreement","worldwide","legal-contract","licensing",0.95,"\u003Ch2>What is a Worldwide License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Worldwide License Agreement\u003C/strong> is a legally binding contract in which the owner of intellectual property — the licensor — grants another party — the licensee — the right to use, reproduce, distribute, or commercially exploit that IP across every country and territory on a global basis. The agreement defines whether the grant is exclusive or non-exclusive, what specific activities are permitted and within what field of use, how the licensor will be compensated through royalties or fees, whether sublicensing is allowed, and how the relationship ends. It covers any category of IP — patents, software, trademarks, trade secrets, creative works, or proprietary know-how — and functions as the governing document for the entire commercial relationship between the two parties.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating on a handshake or a vague letter of intent when IP rights are in play creates four distinct points of failure. First, without a written agreement specifying what the licensee may and may not do, both parties are exposed to infringement claims — the licensor for authorizing infringing activity, the licensee for exceeding the scope of a grant that was never clearly defined. Second, royalty disputes become credibility contests rather than contract interpretation exercises when payment terms are not in writing — and the absence of audit rights means underpayment compounds silently for years. Third, in the United States, Canada, the United Kingdom, and across the European Union, exclusive IP licenses that are not recorded with the relevant national IP office may be unenforceable against third-party purchasers of the underlying IP. Fourth, when the licensee is acquired and no change-of-control clause exists, your worldwide exclusive rights transfer to the acquirer with no compensation and no consent. A properly drafted Worldwide License Agreement, executed before any IP access is granted, closes every one of these gaps — and this template gives you the structure to do it in a fraction of the time of a custom-drafted agreement.\u003C/p>\n",1781186033176]