[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-license-to-use-agreement-D1149":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":532},{"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 TO USE AGREEMENT This License to Use Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR 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: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Licensee wishes to obtain the right to use the Licensor's [SPECIFY EQUIPMENT TO BE USED] (the \"Equipment\"), located at [FULL ADDRESS]; NOW THEREFORE in consideration of the premises, covenants and agreements contained herein, the parties agree as follows: 1. LICENSE 1.1 Grant Subject to the terms of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable, royalty free, license to use the Equipment. 1.2 Fee The Licensee shall pay Licensor [AMOUNT] for use of it's Equipment. The Licensee shall reimburse the Licensor for its share of the reasonable operating expenses for the Equipment during the Term, which expenses shall be specifically limited to utilities, repair and maintenance costs, and which expenses shall specifically exclude any technician or administrative costs. 2. WARRANTY, LIABILITY, INDEMNITY 2.1 No Warranties or Conditions Licensor does not represent that the use of the Equipment by Licensee will produce any specific results, that the Equipment will be fit for any purpose, or that the Equipment will not cause any damage or harm, it being the intention of the parties that no liability whatsoever will attach to Licensor out of Licensee's use or inability to use the Equipment. Licensor expressly disclaims any implied warranty or condition of merchantability or fitness for a particular purpose with respect to the Equipment. 2.2 No Recourse Licensee shall have no recourse against Licensor, whether by way of any claim, suit or action for any loss, liability, damage, or cost that Licensee may suffer or incur at any time, by reason of its use or inability to use the Equipment. 2.3 Limit on Liability In no event will Licensor be liable to Licensee for any indirect, incidental, special or consequential damages whatsoever, including but not limited to loss of revenue or profit, lost or damaged data or other commercial or economic loss, arising out of any breach of this Agreement, any use or inability to use the Equipment, or any claim made by a third party, even if Licensor has been advised of the possibility of such damage or claim. 2.4 Indemnity Licensee shall defend, indemnify and hold Licensor harmless from any Claim for any personal injury (including death) or loss of or damage to any property (including the Equipment) caused by any act or omission of Licensee, its licensed affiliates, sub-contractors, agents or employees (collectively the \"Licensee's Representatives\") in connection with or related to Licensee's or Licensee's Representatives' use of the Equipment. 3. TERM & TERMINATION 3.1 Term This Agreement shall terminate on [DATE], unless terminated earlier in accordance with the provisions of Subsection 3.2. 3.2 Termination by Licensee Licensee may terminate this Agreement by written notice, which termination will be effective [NUMBER] days after receipt thereof. 3.3 Termination by Licensor Licensor may terminate this Agreement by written notice to Licensee, to take effect immediately upon the receipt thereof, if: (a) Licensee commits or permits a breach of any of its covenants or obligations under this Agreement and Licensee has failed to remedy such breach within [NUMBER] days after being required in writing to do so by Licensor;",null,"License to Use Agreement","4",47,"doc","https://templates.business-in-a-box.com/imgs/1000px/license-to-use-agreement-D1149.png","https://templates.business-in-a-box.com/imgs/250px/1149.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1149.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Production & Operations","/templates/production-operations/",{"label":20,"url":21},"Equipment Agreement","/templates/equipment-agreement/","license to use agreement","License to Use Agreement Template","https://templates.business-in-a-box.com/imgs/400px/1149.png","https://templates.business-in-a-box.com/imgs/600px/1149.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,119,131,145,160],{"label":40,"url":41,"thumb":42,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":44,"url":45,"thumb":46,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":48,"url":49,"thumb":50,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":52,"url":53,"thumb":54,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":56,"url":57,"thumb":58,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":60,"url":61,"thumb":62,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":64,"url":65,"thumb":66,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":68,"url":69,"thumb":70,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"label":72,"url":73,"thumb":74,"extension":10},"Vehicle Use Agreement","/template/vehicle-use-agreement-D13798","https://templates.business-in-a-box.com/imgs/250px/13798.png",{"label":76,"url":77,"thumb":78,"extension":10},"End User License Agreement","/template/end-user-license-agreement-D13011","https://templates.business-in-a-box.com/imgs/250px/13011.png",{"label":80,"url":81,"thumb":82,"extension":10},"Intellectual Property License Agreement","/template/intellectual-property-license-agreement-D13718","https://templates.business-in-a-box.com/imgs/250px/13718.png",{"label":84,"url":85,"thumb":86,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":103},"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",513,"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":96,"description":6},"non disclosure agreement nda",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":117,"url":118},"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","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[114],{"label":115,"url":116},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":120,"descriptionCustom":6,"label":121,"pages":107,"size":91,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":130},"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":126,"description":6},"service agreement",[128,129],{"label":33,"url":99},{"label":33,"url":99},"/template/service-agreement-D12711",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":143,"url":144},"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},[141,142],{"label":33,"url":99},{"label":33,"url":99},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":91,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":159},"PARTNERSHIP AGREEMENT This Partnership Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME] (the \"First Partner\"), 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 PARTNER NAME] (the \"Second Partner\"), 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] RECITALS Partners desire to join together for the pursuit of common business goals. Partners have considered various forms of joint business enterprises for their business activities. Partners desire to enter into a partnership agreement as the most advantageous business form for their mutual purposes. The parties hereto agree to form a limited partnership (the \"Partnership\") under [LAW, CODE OR ACT]. In consideration of the mutual promises contained in this agreement, partners agree as follows: NAME AND DOMICILE The name of the partnership shall be [name]. The principal place of business shall be at [address], [city], [state/province], unless relocated by consent of the partners. Purposes Subject to the limitations set forth in this Agreement, the purposes of the Partnership are to engage in the business of [DESCRIBE ACTIVITIES]; and to conduct other activities as may be necessary or incidental to or desirable in connection with the foregoing. DURATION OF AGREEMENT The term of this agreement shall be for [number] years, commencing on [date], and terminating on [date], unless sooner terminated by mutual consent of the parties or by operation of the provisions of this agreement. CLASSIFICATION AND PERFORMANCE BY PARTNERS Partners shall be classified as active partners, advisory partners, or estate partners. An active partner may voluntarily become an advisory partner, may be required to become one irrespective of age, and shall automatically become one after attaining the age of [age] years, and in each case shall continue as such for [number] years unless the partner sooner withdraws or dies. If an active partner dies, the partner's estate will become an estate partner for [number] years. If an advisory partner dies within [Number] years of having become an advisory partner, the partner will become an estate partner for the balance of the [number]-year period. Only active partners shall have any vote in any partnership matter. At the time of the taking effect of this partnership agreement, all the partners shall be active partners except [name] and [name], who shall be advisory partners. An active partner, after attaining the age of [age] years, or prior to that age if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of all the other active partners determines that the reason for the change in status is bad health, may become an advisory partner at the end of any calendar month on giving [number] calendar months' prior notice in writing of the partner's intention to do so. The notice shall be deemed to be sufficient if sent by registered mail addressed to the partnership at its principal office at [address], [city], [state/province] not less than [number] calendar months prior to the date when the change is to become effective. Any active partner may at any age be required to become an advisory partner at any time if the [executive committee or as the case may be] with the approval of [two-thirds or as the case may be] of the other active partners shall decide that the change is for any reason in the best interests of the partnership, provided notice of the decision shall be given in writing to the partner. The notice shall be signed by the [chairman or as the case may be] of the [executive committee or as the case may be] or, in the event of his or her being unable to sign at the time, by another member of the [executive committee or as the case may be]. The notice shall be served personally on the partner required to change his or her status or mailed by registered mail to the partner's last known address. Change of the partner's status shall become effective as of the date specified in the notice. Every active partner shall automatically and without further act become an advisory partner at the end of the fiscal year in which the partner's birthday occurs. In the event that an active partner becomes an advisory partner or dies, the partner or the partner's estate shall be entitled to the following payments at the following times: [describe] Each active partner shall apply all of the partner's experience, training, and ability in discharging the partner's assigned functions in the partnership and in the performance of all work that may be necessary or advantageous to further the business interests of the partnership. CONTRIBUTION Each partner shall contribute [amount] on or before [date] to be used by the partnership to establish its capital position. Any additional contribution required of partners shall only be determined and established in accordance with Article Nineteen. MANAGEMENT OF THE PARTNERSHIP The Partnership shall be managed by [SPECIFY]. Subject to the limitations specifically contained in this Agreement, [PARTY MANAGING THE PARTNERSHIP] shall have the full, exclusive and absolute right, power and authority to manage and control the Partnership and the property, assets and business thereof. [PARTY MANAGING THE PARTNERSHIP] shall have all of the rights, powers and authority conferred by law or under other provisions of this Agreement. Without limiting the generality of the foregoing, such powers include the right on behalf of the Partnership, in [PARTY MANAGING THE PARTNERSHIP]' sole discretion, to: Acquire, purchase, renovate, improve, and own any property or assets necessary or appropriate or in the best interests of the business of the Partnership, and to acquire options for the purchase of any such property; Borrow money, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend or change the terms of, or extend the time for the payment of, any indebtedness or obligation of the Partnership, and secure such indebtedness by mortgage, deed of trust, pledge or other lien on Partnership assets; Sue on, defend or compromise any and all claims or liabilities in favor of or against the Partnership and to submit any or all such claims or liabilities to arbitration; File applications, communicate and otherwise deal with any and all governmental agencies having jurisdiction over, or in any way affecting, the Partnership's assets or any part thereof or any other aspect of the Partnership business; Retain services of any kind or nature in connection with the Partnership business, and to pay therefore such remuneration deem reasonable and proper; and Perform any and all other acts deem necessary or appropriate to the Partnership business. TRANSFER OF PARNERSHIP INTERESTS Restrictions on Transfer None of the Partners shall sell, assign, transfer, mortgage, encumber, or otherwise dispose of the whole or part of that Partner's interest in the Partnership, and no purchaser or other transferee shall have any rights in the Partnership as an assignee or otherwise with respect to all or any part of that Partnership interest attempted to be sold, assigned, transferred, mortgaged, encumbered, or otherwise disposed of, unless and to the extent that the remaining Partner(s) have given consent to such sale, assignment, transfer, mortgage, or encumbrance, but only if the transferee forthwith assumes and agrees to be bound by the provisions of this Agreement and to become a Partner for all purposes hereof, in which event, such transferee shall become a substituted partner under this Agreement.","Partnership Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/partnership-agreement-D12551.png","https://templates.business-in-a-box.com/imgs/250px/12551.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12551.xml",{"title":153,"description":6},"partnership agreement",[155,156],{"label":33,"url":99},{"label":157,"url":158},"Partnership Agreements","partnership-agreement","/template/partnership-agreement-D12551",{"description":161,"descriptionCustom":6,"label":162,"pages":163,"size":91,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":174,"url":175},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] NOTICE TO CEASE AND DESIST Dear [Contact name], This letter is served upon you due to ______________________________________________ (\"the Activity\"). These claims are further explained in detail and supported by the attached exhibits and affidavits. If you do not cease the aforementioned Activity, a lawsuit will be launched against you. ","Cease and Desist Letter","1","https://templates.business-in-a-box.com/imgs/1000px/cease-and-desist-letter-D12916.png","https://templates.business-in-a-box.com/imgs/250px/12916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12916.xml",{"title":168,"description":6},"cease and desist letter",[170,171],{"label":33,"url":99},{"label":172,"url":173},"Litigation & Settlement","litigation-settlement","cease desist letter","/template/cease-and-desist-letter-D12916",false,{"seo":178,"reviewer":191,"legal_disclaimer":195,"quick_facts":196,"at_a_glance":198,"personas":202,"variants":227,"glossary":255,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":461,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":519,"classification":520},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"License To Use Agreement Template (Free Word)","Free license to use agreement template for granting rights to software, content, IP, or assets. Download in Word, edit online, or export as PDF. Free Word and PDF download.","license to use agreement template",[183,184,185,186,187,188,189,190],"license agreement template","software license agreement template","intellectual property license agreement","license to use agreement free","license agreement template word","ip license agreement template","content license agreement template","licensing agreement template download",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":197,"legal_review_recommended":195,"signature_required":195,"notarization_required":176},"advanced",{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"A License To Use Agreement is a legally binding contract in which an owner of intellectual property — software, content, a trademark, a patent, or other protected asset — grants a defined party permission to use that asset under specific conditions. This free Word download gives you a structured, attorney-informed starting point you can edit online and export as PDF, covering grant scope, restrictions, fees, warranties, and termination in a single enforceable document.\n","Use it whenever you permit another person or business to use your IP without transferring ownership — such as when distributing software, licensing a brand, sharing proprietary content, or sublicensing technology to a partner. It is equally necessary when you are the licensee and need written confirmation of the rights you have been granted.\n","Grant of license and permitted scope, exclusivity terms, territorial and duration limits, fees and royalty structure, restrictions and prohibited uses, intellectual property ownership confirmation, warranties and disclaimers, confidentiality, audit rights, and termination conditions.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Software developers and SaaS founders","Granting end users or enterprise clients the right to use proprietary software","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Content creators and publishers","Licensing photographs, video, written content, or music to third parties","persona-freelancer",{"title":212,"use_case":213,"icon_asset_id":214},"Brand owners and franchisors","Permitting partners or distributors to use a trademark within defined limits","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Technology companies","Sublicensing patented technology or a proprietary platform to integration partners","persona-ceo",{"title":220,"use_case":221,"icon_asset_id":222},"Educational institutions and course creators","Granting students or corporate buyers a limited right to access course materials","persona-student-entrepreneur",{"title":224,"use_case":225,"icon_asset_id":226},"Agencies and design studios","Formalizing the scope of use rights transferred to clients upon project delivery","persona-agency",[228,231,235,239,243,247,251],{"situation":229,"recommended_template":60,"slug":230},"Licensing proprietary software to end users","software-license-agreement-D12928",{"situation":232,"recommended_template":233,"slug":234},"Granting exclusive rights to use IP in a specific territory","Exclusive License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":236,"recommended_template":237,"slug":238},"Licensing technology to a manufacturing or distribution partner","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":240,"recommended_template":241,"slug":242},"Permitting a third party to use your brand or trademark","Trademark License Agreement","trademark-license-agreement-D5230",{"situation":244,"recommended_template":245,"slug":246},"Licensing creative or editorial content for reproduction","Content License Agreement","content-license-agreement-D13936",{"situation":248,"recommended_template":249,"slug":250},"Transferring all rights permanently instead of licensing","IP Assignment Agreement","ip-sale-agreement-D964",{"situation":252,"recommended_template":253,"slug":254},"Licensing IP as part of a broader franchise arrangement","Franchise Agreement","franchise-agreement-D879",[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 to use it under the terms of the agreement.",{"term":260,"definition":261},"Licensee","The party receiving the right to use the licensed asset within the scope and conditions defined by the agreement.",{"term":263,"definition":264},"Grant of License","The specific clause that defines exactly what rights are being transferred — to do what, with what asset, and under what limitations.",{"term":266,"definition":267},"Exclusive License","A license in which the licensor agrees not to grant the same rights to any other party during the license period, including sometimes itself.",{"term":269,"definition":270},"Non-Exclusive License","A license that allows the licensor to grant the same or similar rights to multiple licensees simultaneously.",{"term":272,"definition":273},"Sublicense","Permission granted by the licensee to a third party to use the licensed asset, which requires explicit authorization from the licensor.",{"term":275,"definition":276},"Royalty","A recurring payment made by the licensee to the licensor, typically calculated as a percentage of revenue or a fixed fee per unit.",{"term":278,"definition":279},"Territory","The geographic scope within which the licensee is permitted to use the licensed asset — for example, the United States, the EU, or worldwide.",{"term":281,"definition":282},"Derivative Work","A new work based on or incorporating the licensed asset — such as a modified version of software or a translated document — whose ownership must be explicitly addressed.",{"term":284,"definition":285},"Termination for Cause","The licensor's right to immediately end the license if the licensee breaches a material term, such as exceeding permitted use or failing to pay royalties.",{"term":287,"definition":288},"Perpetual License","A license with no defined end date that remains in effect until terminated for cause, as opposed to a fixed-term license that expires on a set date.",{"term":290,"definition":291},"Field of Use","A restriction limiting the licensee's use of the IP to a specific industry, application, or purpose, preventing use in other contexts.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Parties and recitals","Identifies the licensor and licensee as legal entities and establishes the background context — what the licensed asset is and why the agreement is being entered.","This License To Use Agreement ('Agreement') is entered into as of [DATE] between [LICENSOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensor'), and [LICENSEE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensee'). Licensor owns certain intellectual property described herein and wishes to grant Licensee a limited right to use such property on the terms below.","Using a trade name instead of the registered legal entity name. If the licensor entity is wrong, enforcement of IP ownership and breach remedies becomes legally complex.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Definition of licensed asset","Precisely describes the intellectual property being licensed — software version, content title, trademark registration number, patent number, or dataset — so there is no ambiguity about what is and is not covered.","The 'Licensed Asset' means [DESCRIPTION OF IP], including version [X.X] of [SOFTWARE/CONTENT NAME] as further described in Exhibit A, and any updates or upgrades Licensor elects to provide during the term.","Describing the asset in vague terms like 'the software' or 'the content.' Vague definitions create disputes over whether a new version or related asset falls within scope.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Grant of license","The operative clause that specifies the rights being granted — exclusive or non-exclusive, sublicensable or not, and the permitted purposes for which the asset may be used.","Subject to the terms of this Agreement, Licensor hereby grants Licensee a [non-exclusive / exclusive], non-transferable, [non-sublicensable / sublicensable with Licensor's prior written consent] license to use the Licensed Asset solely for [PERMITTED PURPOSE] during the Term.","Failing to specify whether the license is exclusive or non-exclusive. Omitting this creates an implied non-exclusive license but generates disputes if the licensee assumed exclusivity.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Territory and field of use","Restricts where and in what context the licensee may use the IP, preventing use outside the agreed geographic region or industry sector.","The license granted herein is limited to use within [TERRITORY — e.g., the United States and Canada] and solely within the field of [FIELD OF USE — e.g., B2B enterprise software distribution]. Any use outside the Territory or Field of Use requires a separate written amendment.","Setting territory as 'worldwide' without considering export control laws, local IP registration requirements, or the licensor's ability to enforce rights in foreign jurisdictions.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"License fees and royalties","States the upfront fee, ongoing royalty rate, payment schedule, and the consequences of late or missed payment — including audit rights to verify reported figures.","Licensee shall pay Licensor an upfront license fee of $[AMOUNT] due on execution, plus a royalty of [X]% of Net Revenue generated from use of the Licensed Asset, payable quarterly within [30] days of each quarter end. 'Net Revenue' means gross receipts less [DEFINED DEDUCTIONS].","Leaving 'Net Revenue' or the royalty base undefined. Licensees and licensors routinely dispute deductions — returns, taxes, discounts — unless the calculation is spelled out explicitly.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Restrictions and prohibited uses","Lists what the licensee is not permitted to do with the asset — such as reverse engineering, reselling, modifying, or using for competing products — protecting the licensor's core IP.","Licensee shall not: (a) copy, reproduce, or distribute the Licensed Asset except as expressly permitted; (b) reverse engineer, decompile, or disassemble any software component; (c) use the Licensed Asset to develop a competing product; or (d) remove or alter any proprietary notices or marks.","Writing restrictions in positive form ('Licensee may only...') without a negative list. Courts interpret ambiguous scope in favor of the licensee, so explicit prohibitions are more enforceable.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Intellectual property ownership and reservation of rights","Confirms that the licensor retains full ownership of the IP and that the agreement does not transfer any ownership rights to the licensee, including rights in derivative works.","Licensor retains all right, title, and interest in and to the Licensed Asset, including all intellectual property rights. Nothing in this Agreement transfers ownership of the Licensed Asset to Licensee. All rights not expressly granted herein are reserved by Licensor.","Omitting a clause addressing ownership of derivative works. If the licensee creates a modified version, ownership defaults to jurisdiction-specific rules — often the creator — unless the contract is explicit.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Term and termination","Sets the duration of the license, the conditions under which either party can terminate early, the notice period required, and what must happen to the licensed asset upon termination.","This Agreement commences on [START DATE] and continues for [X years / until [DATE]] ('Term'), unless earlier terminated. Either party may terminate for material breach upon [30] days' written notice if the breach remains uncured. Upon termination, Licensee shall immediately cease all use of the Licensed Asset and certify destruction of any copies.","No post-termination obligations clause. Without it, a licensee who has been terminated may continue using the asset — or claim they have no obligation to destroy copies — until a court orders otherwise.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Warranties and disclaimers","States what the licensor promises about the IP — typically that it owns the rights and that use won't infringe third-party rights — and what it does not warrant, such as fitness for a particular purpose.","Licensor warrants that it has the right to grant the license herein and that the Licensed Asset, to Licensor's knowledge, does not infringe any third-party intellectual property rights. EXCEPT AS STATED HEREIN, THE LICENSED ASSET IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND.","Giving blanket warranties that the IP is 'free from all defects' or will 'meet all of Licensee's requirements.' These open-ended promises create unlimited warranty liability.",{"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 how disputes are resolved — litigation, arbitration, or mediation — and where proceedings must be held.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict of law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction to protect IP rights.","Choosing a governing law with no connection to either party or the licensed IP. Some jurisdictions have unfavorable IP enforcement mechanisms — choose a governing law deliberately, not by default.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Identify and describe the licensed asset precisely","Enter the full legal names of both parties and draft a precise, unambiguous description of the IP being licensed — include version numbers, registration numbers, or exhibit references as appropriate.","Attach a technical specification or asset inventory as Exhibit A rather than cramming the description into the body clause — this keeps the main agreement readable while preserving specificity.",{"step":350,"title":351,"description":352,"tip":353},2,"Decide on exclusivity and sublicensing rights","Choose exclusive or non-exclusive grant language. If exclusive, confirm whether the licensor itself retains use rights. Decide explicitly whether the licensee may sublicense and, if so, under what conditions.","Exclusive licenses typically command a significant fee premium — if you are granting exclusivity, make sure the economics are reflected in the royalty rate or upfront fee.",{"step":355,"title":356,"description":357,"tip":358},3,"Define territory and field of use","Enter the geographic territory where the licensee may use the IP. If the license is restricted to certain industries or applications, specify the field of use precisely.","For digital products distributed over the internet, 'worldwide' territory is common — but confirm you have registered IP rights or enforcement mechanisms in the key markets where the licensee operates.",{"step":360,"title":361,"description":362,"tip":363},4,"Set fees, royalties, and the payment schedule","Enter the upfront license fee, the royalty rate and base (gross revenue, net revenue, units sold), payment frequency, and the grace period before a missed payment constitutes a breach.","Define every deduction from gross revenue that is permitted in calculating the royalty base — returns, chargebacks, taxes, and third-party platform fees are the most common sources of royalty disputes.",{"step":365,"title":366,"description":367,"tip":368},5,"Draft the restrictions and prohibited-use list","List every use the licensee is not permitted to make of the IP — reverse engineering, modification, sublicensing, competitive use, and removal of IP notices are the core prohibitions for most license types.","Review the licensee's business model before finalizing restrictions — overly broad prohibitions that interfere with the licensee's normal operations will generate immediate pushback or non-compliance.",{"step":370,"title":371,"description":372,"tip":373},6,"Confirm IP ownership and address derivative works","Include the ownership reservation clause and add explicit language addressing whether the licensee may create derivative works, and if so, who owns them.","If the licensee will build products on top of your platform or content, a 'licensor owns all derivatives' clause protects your IP but may deter licensees — a 'licensee owns its own additions, licensor owns the underlying IP' split is often more commercially viable.",{"step":375,"title":376,"description":377,"tip":378},7,"Set the term and post-termination obligations","Enter the start date and end date or duration. Include cure periods for breach, immediate termination triggers for IP misuse, and a specific obligation to cease use and certify destruction upon termination.","Add a survival clause listing which provisions remain in effect after termination — IP ownership, confidentiality, and payment obligations for accrued royalties should always survive.",{"step":380,"title":381,"description":382,"tip":383},8,"Execute before any use of the licensed asset begins","Both parties must sign before the licensee accesses or uses the IP. Retroactive license agreements are difficult to enforce and raise questions about what rights existed during the unlicensed period.","Use a countersignature requirement — the agreement is not effective until both parties have signed — to prevent a licensee from claiming the license was in effect from the date they received the draft.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Vague description of the licensed asset","If the asset is described as 'the software' or 'the content' without version, registration, or exhibit references, both parties will dispute whether a new release or related work is covered — often mid-revenue stream.","Describe the asset with specificity equal to a legal property description: include version numbers, registration or application numbers, URLs, or an attached exhibit. Update the exhibit with each material new release.",{"mistake":390,"why_it_matters":391,"fix":392},"No exclusivity statement in the grant clause","Omitting exclusive or non-exclusive language creates ambiguity that courts resolve in favor of the licensee — potentially voiding your ability to license the same IP to other parties.","State explicitly whether the license is exclusive or non-exclusive. If non-exclusive, confirm the licensor's right to grant identical licenses to third parties.",{"mistake":394,"why_it_matters":395,"fix":396},"Undefined royalty base or deduction list","When 'net revenue' or 'gross sales' is not defined, licensees apply favorable deductions that erode the royalty payment — disputes over this single term routinely escalate to litigation.","Define every permitted deduction from the royalty base in the agreement itself, not in a side letter or oral understanding. Include a sample calculation in an exhibit if the structure is complex.",{"mistake":398,"why_it_matters":399,"fix":400},"No post-termination obligations or survival clause","Without an explicit obligation to cease use and destroy or return copies, a terminated licensee may continue using the IP indefinitely while claiming they had no notice of their obligations.","Include a termination effects clause requiring the licensee to stop all use, destroy or return all copies, and certify compliance in writing within a defined period — typically 10–30 days of termination.",{"mistake":402,"why_it_matters":403,"fix":404},"Governing law chosen by default rather than deliberately","Many parties simply insert their home state without considering whether that jurisdiction offers effective IP enforcement, favorable warranty disclaimers, or enforceable arbitration clauses.","Choose governing law based on IP enforcement strength, familiarity to both parties, and compatibility with your arbitration or dispute resolution clause. Delaware, New York, California, and England are common choices for IP-heavy agreements.",{"mistake":406,"why_it_matters":407,"fix":408},"No audit rights clause for royalty-bearing licenses","Without the right to audit the licensee's books, a licensor has no mechanism to verify whether reported royalty figures are accurate — and underpayment often goes undetected for years.","Include an audit rights clause allowing the licensor to inspect relevant records once per year on reasonable notice, with the licensee bearing audit costs if underpayment exceeds a defined threshold — typically 5%.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What is a license to use agreement?","A license to use agreement is a legally binding contract in which the owner of intellectual property grants another party the right to use that IP under defined conditions — without transferring ownership. It specifies what can be used, by whom, for what purpose, in which territory, for how long, and at what cost. It is the foundational document for any arrangement where IP is shared commercially without a sale of rights.\n",{"question":414,"answer":415},"What is the difference between a license agreement and an IP assignment?","A license agreement grants permission to use IP while the licensor retains ownership. An IP assignment permanently transfers ownership from one party to another — like selling property versus renting it. License agreements are used when the owner wants to monetize IP repeatedly or retain control over how it is used. Assignments are used when the owner wants a clean, permanent transfer, typically in exchange for a lump-sum payment.\n",{"question":417,"answer":418},"Does a license to use agreement need to be in writing?","An oral license can be legally effective in some jurisdictions, but it is almost never enforceable in practice because the scope, restrictions, and fees are immediately disputed. In the US, copyright licenses for exclusive rights must be in writing to be valid under the Copyright Act. For trademarks and patents, written agreements are strongly recommended. Any license with commercial terms — fees, royalties, territory — should always be documented in a signed written contract.\n",{"question":420,"answer":421},"What is the difference between an exclusive and non-exclusive license?","An exclusive license means the licensor cannot grant the same rights to any other party during the license period — and in some exclusive arrangements, the licensor itself cannot use the IP in that territory or field. A non-exclusive license allows the licensor to grant identical or similar rights to multiple licensees simultaneously. Exclusive licenses typically command significantly higher fees because the licensee is paying for market protection, not just access.\n",{"question":423,"answer":424},"Can a licensee sublicense the IP to a third party?","Only if the license agreement explicitly permits sublicensing. Without written authorization, a licensee has no right to grant sublicenses, and doing so would be a breach of the agreement and a potential infringement of the licensor's rights. Where sublicensing is permitted, the agreement should require that sublicense agreements contain terms at least as protective as the primary license and that the licensor receives a copy of each sublicense executed.\n",{"question":426,"answer":427},"What happens when a license to use agreement expires or is terminated?","When the agreement ends — whether by expiry of the term, mutual agreement, or termination for breach — the licensee must immediately stop all use of the licensed asset, destroy or return all copies, and typically provide written certification of compliance. Revenue earned before termination is still subject to royalty payments. Any products already distributed under a sell-off period clause may continue to be sold for a defined window, but new distribution stops immediately unless agreed otherwise.\n",{"question":429,"answer":430},"How are royalties typically calculated in a license agreement?","Royalties are most commonly calculated as a percentage of net revenue (gross revenue minus defined deductions such as returns, taxes, and platform fees) generated from use of the licensed asset, typically ranging from 3–15% depending on the industry, asset type, and exclusivity. Some agreements use a fixed fee per unit sold or per user seat rather than a revenue percentage. Upfront license fees are common in addition to ongoing royalties, particularly for exclusive licenses.\n",{"question":432,"answer":433},"Do I need a lawyer to draft a license to use agreement?","For simple, non-exclusive licenses covering low-value assets between known parties, a high-quality template is often sufficient. Legal review is strongly recommended when the license is exclusive, covers significant revenue-generating IP, involves international territories, includes complex royalty structures, or when the licensee is a large organization that will negotiate terms. A 1–2 hour attorney review typically costs $300–$700 and substantially reduces the risk of an unenforceable or ambiguous clause.\n",{"question":435,"answer":436},"Can a license to use agreement be modified after it is signed?","Yes — any signed agreement can be amended with the mutual written consent of both parties. Amendments should be documented in a formal written addendum that references the original agreement by date and title, states which clauses are being changed, and is signed by the same authorized signatories as the original. Oral modifications are generally not enforceable for commercial IP licenses, particularly if the agreement contains an entire-agreement or no-oral-modification clause.\n",[438,442,446,450,454,457],{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","End-user license agreements (EULAs) for software, API access licenses, platform integration agreements, and OEM licensing for embedded software components.",{"industry":443,"icon_asset_id":444,"specifics":445},"Media and Publishing","industry-marketing","Licensing photographs, video footage, written content, and music to third-party publishers or platforms, with territorial and duration restrictions on reproduction rights.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing and Consumer Products","industry-manufacturing","Patent and design licenses granted to manufacturers for production of licensed products, with per-unit royalties, minimum annual royalties, and quality control audit rights.",{"industry":451,"icon_asset_id":452,"specifics":453},"Professional Services","industry-professional-services","Licensing proprietary methodologies, assessment tools, branded frameworks, or training curricula to consulting partners or corporate clients with field-of-use and non-compete restrictions.",{"industry":455,"icon_asset_id":440,"specifics":456},"Education and e-Learning","Granting institutional or individual access licenses to course content, LMS platforms, or curriculum materials, typically structured as per-seat or per-institution annual licenses.",{"industry":458,"icon_asset_id":459,"specifics":460},"Retail and Consumer Brands","industry-retail","Trademark and brand licenses granted to distributors, co-brand partners, or merchandise producers, with strict quality standards, approval rights over branded materials, and territory exclusivity.",[462,465,469,472],{"vs":249,"vs_template_id":463,"summary":464},"D{IP_ASSIGNMENT_ID}","An IP assignment permanently transfers ownership of intellectual property from one party to another — the equivalent of selling rather than renting. A license to use agreement keeps ownership with the licensor and grants only defined use rights. Choose an assignment when you want a clean, permanent transfer; choose a license when you want recurring revenue, ongoing control, or the ability to license the same IP to multiple parties.",{"vs":466,"vs_template_id":467,"summary":468},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during negotiations or business relationships — it does not grant any right to use that information. A license to use agreement actively grants use rights, defines scope, and establishes fees. The two documents frequently operate together: an NDA governs the disclosure of IP details during due diligence, while the license agreement governs the actual use rights once terms are agreed.",{"vs":60,"vs_template_id":470,"summary":471},"software-license-agreement-D1150","A software license agreement is a specific type of license to use agreement tailored for software products — it typically includes additional provisions for installation, updates, support obligations, and usage metrics such as seats or concurrent users. A general license to use agreement is broader and applies to any IP type. Use the software-specific template when the licensed asset is a software application; use the general template for content, trademarks, patents, or mixed IP bundles.",{"vs":106,"vs_template_id":473,"summary":474},"independent-contractor-agreement-D160","An independent contractor agreement governs a service relationship — one party performs work for another — and typically includes an IP assignment clause so the client owns deliverables. A license to use agreement governs access to existing IP the licensor already owns, without any work-for-hire component. If you are commissioning new work, use a contractor agreement; if you are granting access to existing IP you own, use a license agreement.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Non-exclusive licenses for low-to-medium-value IP between known parties in a single jurisdiction","Free","30–60 minutes",{"best_for":481,"cost":482,"time":483},"Exclusive licenses, multi-territory arrangements, revenue-bearing royalty structures, or agreements with large commercial counterparties","$300–$700","2–5 days",{"best_for":485,"cost":486,"time":487},"High-value IP portfolios, complex sublicensing chains, cross-border enforcement requirements, or licenses tied to M&A or venture financing","$2,000–$8,000+","2–4 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","Under the US Copyright Act, exclusive copyright licenses must be in writing and signed by the copyright owner to be valid. Patent licenses may be oral but are extremely difficult to enforce. Non-compete restrictions embedded in license agreements are subject to varying state-level enforceability rules — California courts frequently refuse to enforce them. Export control laws (EAR and ITAR) may restrict licensing certain technologies to foreign nationals or entities even within a domestic agreement.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","Canadian copyright law requires written, signed agreements for exclusive copyright licenses. Quebec's Civil Law system differs from common law provinces — license agreements intended to apply in Quebec should be reviewed for compatibility with the Civil Code of Quebec. The Competition Act may impose restrictions on exclusive licensing arrangements that substantially lessen competition. Royalty payments to non-residents may be subject to Canadian withholding tax.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","The UK Copyright, Designs and Patents Act 1988 requires exclusive copyright licenses to be in writing and signed by or on behalf of the licensor. Post-Brexit, IP rights registered in the EU (trademarks, design rights) no longer automatically cover the UK — separate UK IP registrations and license provisions are required. The Contracts (Rights of Third Parties) Act 1999 can allow third parties to enforce license terms unless expressly excluded.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","EU competition law (Articles 101 and 102 TFEU) regulates licensing agreements that may restrict competition — the Technology Transfer Block Exemption Regulation (TTBER) provides a safe harbor for most software and technology licenses between non-competing parties. GDPR applies where the licensed asset involves personal data processing. Exclusive territorial licenses within the EU must be structured carefully to avoid creating unlawful market partitioning. Member states vary in their requirements for written formalities in IP licensing.",[230,467,473,510,511,512,513,514,515,516,517,518],"service-agreement-D12711","joint-venture-agreement-D889","partnership-agreement-D12551","cease-and-desist-letter-D12916","asset-purchase-agreement-for-a-retail-business-D931","employment-agreement_at-will-employee-D541","consulting-agreement---long-D12543","terms-and-conditions-D12667","copyright-license-agreement-D12742",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":99,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"intellectual-property-and-licensing","agreement","general","all-stages",[526,527,528,529,530],"intellectual-property","contract","legal","license-agreement","usage-rights",0.95,"\u003Ch2>What is a License To Use Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>License To Use Agreement\u003C/strong> is a legally binding contract in which the owner of intellectual property — whether software, content, a trademark, a patent, or any other protected asset — grants a defined party the right to use that asset under specified conditions, without transferring ownership. The licensor retains title to the IP throughout; the licensee receives only the rights expressly described in the agreement, for the duration, territory, and purposes stated. This structure allows IP owners to monetize their assets repeatedly across multiple licensees, retain control over how their IP is used in the market, and terminate use rights if the licensee violates agreed terms.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Allowing another party to use your intellectual property without a signed license agreement creates four concrete risks simultaneously. First, without defined scope and restrictions, a licensee may use your IP in ways you never anticipated — competing products, unauthorized territories, or sublicensed arrangements that dilute your market position. Second, without an ownership reservation clause, courts in some jurisdictions may infer a transfer of rights where none was intended. Third, royalty disputes become word-against-word contests when the payment calculation is not documented. Fourth, you have no legal mechanism to stop unauthorized use if there is no agreement specifying what use is permitted and what termination rights you hold. A properly drafted License To Use Agreement closes all four gaps, creates an enforceable record of the parties' intentions, and gives you the contractual tools to audit compliance, pursue unpaid royalties, and terminate access the moment a material breach occurs.\u003C/p>\n",1781185915249]