This required section requests information regarding the identities of the parties. Press [Ctrl+F1] for more information.
This required section grants authority to use the property that is being licensed. Press [Ctrl+F1] for more information.
This optional section permits the Licensor to charge a royalty. Press [Ctrl+F1] for more information.
This optional section requires the Licensee to maintain records and permit inspections of the records. Press [Ctrl+F1] for more information.
This optional section prohibits the modification of the licensed property by the Licensee. Press [Ctrl+F1] for more information.
This optional section allows the Licensor to terminate the Agreement if the Licensee fails to honor the terms of the Agreement. Press [Ctrl+F1] for more information.
This optional section requires the parties to use arbitration to settle disputes. Press [Ctrl+F1] for more information.
This optional section specifies that neither party is providing any warranties. Press [Ctrl+F1] for more information.
This required section explains the effect of the Agreement on successor parties who may receive transferred rights. Press [Ctrl+F1] for more information.
This required section describes how the Agreement may be terminated. Press [Ctrl+F1] for more information.
This required section includes standard provisions regarding the interpretation and enforcement of the Agreement. Press [Ctrl+F1] for more information.
This optional section allows additional provisions which may be unique to the user's situation. Press [Ctrl+F1] for more information.
This required section provides signature lines for the parties. Press [Ctrl+F1] for more information.
Times New Roman
License Agreement
LAGREE
A License Agreement is a document under which one party (the Licensor) grants another party (the Licensee) the right to use certain property, usually in return for a royalty payment.
!!!!!!
Enter a term that will be used in the Agreement as an abbreviated version of the Licensor's name. For example, if the Licensor's name is "ABC Widget Corporation", enter "ABC", "ABC Widget" or "Licensor".
Enter a term that will be used in the Agreement as an abbreviated version of the Licensee's name. For example, if the Licensee's name is "Mary Jones", enter "Jones" or "Licensee".
Enter a term that will be used in the Agreement as an abbreviated version of the licensed property. It is advisable to capitalize the term. For example, "Licensed Property" or "Software".
Enter the Licensor's state/province or edit the information as desired.
Enter the name of the Licensor or edit the information as desired. The "Licensor" is the party who is granting the right to use certain property under the Licensing Agreement. Use the P.I. Manager to select and paste a record.
Enter the name of the Licensee. The "Licensee" is the party who is receiving the right to use certain property under the Licensing Agreement. Use the P.I. Manager to select and paste a record.
LAG01
! Opening Section (1 of 13)
LICENSE AGREEMENT
This License Agreement (this "Agreement") is made effective as of ! between !, of
!, ! !,
! Country: !,
and !, of
!, ! !
! Country: , !.
In the Agreement, the party who is granting the right to use the licensed property will be referred to as "!", and the party who is receiving the right to use the licensed property will be referred to as "!".
The parties agree as follows:
This required section requests information regarding the parties to the Licensing Agreement and the reasons why the Agreement is being made. Press [Ctrl+F1] for more information.
Using the format MM/DD/YYYY, enter the date this Agreement will be effective or edit the information as desired.
Enter the name of the Licensor or edit the information as desired. The "Licensor" is the party who is granting the right to use certain property under the Licensing Agreement. Use the P.I. Manager to select and paste a record.
Enter the Licensor's street address or edit the information as desired.
Enter the Licensor's extended street address or edit the information as desired.
Enter the Licensor's city or edit the information as desired.
Enter the Licensor's state/province or edit the information as desired.
Enter the Licensor's zip/postal code or edit the information as desired.
Enter an X to include the Licensor's country, if outside the United States.
Enter the country or edit the information as desired.
Enter the name of the Licensee. The "Licensee" is the party who is receiving the right to use certain property under the Licensing Agreement. Use the P.I. Manager to select and paste a record.
Enter the Licensee's street address or edit the information as desired.
Enter the Licensee's extended street address or edit the information as desired.
Enter the Licensee's city or edit the information as desired.
Enter the Licensee's state/province or edit the information as desired.
Enter the Licensee's zip/postal code or edit the information as desired.
Enter an X to include the Licensee's country, if outside the United States.
Enter a term that will be used in the Agreement as an abbreviated version of the Licensor's name. For example, if the Licensor's name is "ABC Widget Corporation", enter "ABC", "ABC Widget" or "Licensor".
Enter a term that will be used in the Agreement as an abbreviated version of the Licensee's name. For example, if the Licensee's name is "Mary Jones", enter "Jones" or "Licensee".
LAG02
! Grant of License Section (2 of 13)
!. GRANT OF LICENSE. ! owns ! !
("!"). In accordance with this Agreement,
! grants !
! an exclusive
! a non-exclusive
license to
! use
! sell
the !.
! ! retains title and ownership of the !.
! This grant of license only applies to the following described territory:
This required section grants authority to the Licensee to use the property that is being licensed. Press [Ctrl+F1] for more information.
Use this space to describe the property that is being licensed by the Licensor. For example, "the software product", "Family Lawyer", or "the software program described in the attached Exhibit A".
Enter a term that will be used in the Agreement as an abbreviated version of the licensed property. It is advisable to capitalize the term. For example, "Licensed Property" or "Software".
Enter an X if the Licensor is granting an "exclusive" license to the Licensee. An exclusive license means that only the Licensee (and not other parties) will have authority to use the licensed property.
Enter an X if the Licensor is granting a "non-exclusive" license to the Licensee. A non-exclusive license means that the Licensor can also grant licensing rights to other parties.
Enter an X if the Licensee will "use" the licensed property. For example, if the Licensee will "use", rather than "sell" or "distribute" the property.
Enter an X if the Licensee will "sell" the licensed property. For example, if the Licensee will sell the property directly to others.
Enter an X if the Licensee will do something other than "sell" or "use" the licensed property.
Enter another term that describes the Licensee's intended use of the licensed property.
Enter an X to include a provision that specifies that the Licensor will retain ownership rights over the licensed property, even though the Licensee may have rights to manufacture, sell, distribute, or otherwise manage the licensed property.
Enter an X to include a sentence that specifies the territory in which the licensed property may be used by the Licensee.
Enter a description of the geographical area to which the grant of license applies. For example, "the states of Iowa and Illinois". If the territory includes only one of the 50 states, enter that state.
LAG03
! Optional Payment of Royalty Section (3 of 13)
!. PAYMENT OF ROYALTY. ! will pay
to ! a royalty which shall be calculated as follows:
! The royalty shall be paid
! at the time of the signing of this Agreement.
! in ! installments on or before the ! day of the month for which the royalty is applicable.
! With each royalty payment, ! will submit to ! a written report that sets forth the calculation of the amount of the royalty payment.
Enter an X to include a section regarding the payment of a royalty fee to the Licensor. This section also explains how the royalty will be calculated and when payment(s) will be required. Press [Ctrl+F1] for more information.
Use this space to describe how the royalty fee will be calculated. For example, "The royalty shall be $50 per month."
Enter an X to include a sentence that explains how and when the royalty will be paid to the Licensor.
Enter an X if the royalty payment will be made at the time the Agreement is signed.
Enter an X if the royalty payment will be made in installments.
Enter the frequency of the installment payments. For example, "monthly" or "quarterly".
Enter the day of the month on which the royalty payment is due. For example, "1st" or "20th".
Enter an X if the royalty payment will be made in a manner other than installments or at the time the Agreement is signed.
Use this space to explain how the royalty will be paid.
Enter an X to include a sentence that requires the Licensee to submit a written report to the Licensor that explains how the royalty payment was calculated.
LAG04
! Optional Records Section (4 of 13)
!. RECORDS. ! shall keep accurate records regarding the quantities of the ! that are sold. ! shall have the right to inspect such records from time to time after providing reasonable notice of such intent to !.
Enter an X to include a provision that requires the Licensee to maintain records and allows the Licensor to inspect the records upon proper notice to the Licensee. Press [Ctrl+F1] for more information.
LAG05
! Optional Modifications Section (5 of 13)
!. MODIFICATIONS.
! Unless the prior written consent of !
is obtained,
! may not modify or change the ! in any manner.
Enter an X to include a provision that prohibits the Licensee from modifying or changing the licensed property. This prohibition may be modified by including a "prior written consent" phrase which allows modification of the licensed property if the Licensor's consent is obtained. Press [Ctrl+F1] for more information.
Enter an X to include a phrase which permits the modification of the licensed property if the Licensor's prior written consent is obtained.
LAG06
! Optional Defaults Section (6 of 13)
!. DEFAULTS. If ! fails to abide by the obligations of this Agreement,
! including the obligation to make a royalty payment when due,
! shall have the option to cancel this Agreement by providing ! day(s) written notice to !.
! ! shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
Enter an X to include a section that allows the Licensor to terminate the Agreement, after providing notice to the Licensee, if the Licensee fails to follow the terms of the Agreement. Press [Ctrl+F1] for more information.
Enter an X to include a phrase that allows the Licensor to cancel the Agreement if the Licensee fails to make a royalty payment.
Enter the number of days written notice that will be required if the Licensee fails to abide by the terms of the Agreement. For example, "15" or "fifteen" days. Frequently, this time period is 30 days, but fewer days may be appropriate in some cases.
Enter an X to include a paragraph which allows the Licensee the right to correct any default during the period of the written notice, if there are no additional defaults.
LAG07
! Optional Arbitration Section (7 of 13)
!. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days' written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.
Enter an X to include a provision that requires the parties to use arbitration to settle disputes. Press [Ctrl+F1] for more information.
LAG08
! Optional Warranties Section (8 of 13)
!. WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the ! by the other party or by any third party.
! In no event will ! be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the !.
Enter an X to include a provision that specifies that neither party is providing any warranties. Press [Ctrl+F1] for more information.
Enter an X to include a sentence that states the Licensor shall not be held liable for any type of damages that may result from use of the licensed property.
LAG09
! Transfer of Rights Section (9 of 13)
!. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties.
! Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
This required section explains the effect of the Agreement on parties who may become successors to the Licensor and/or Licensee. It also permits a prohibition of the transfer of rights. Press [Ctrl+F1] for more information.
Enter an X to include a sentence which prohibits the parties from transferring their respective rights to third parties unless prior consent is obtained.
LAG10
! Termination Section (10 of 13)
!. TERMINATION.
! This Agreement may be terminated by
! either party
by providing ! days written notice to the other party.
! This Agreement shall terminate automatically on !.
This required section describes how the Agreement may be terminated. Press [Ctrl+F1] for more information.
Enter an X if the Agreement may be terminated by providing a specific number of days notice.
Enter an X if the Agreement may be terminated by either party.
Enter an X if the Agreement may be terminated by the Licensor only.
Enter an X if the Agreement may be terminated by the Licensee only.
Enter the number of days notice that will be required. For example, "120" or "sixty". It would be unusual to provide less than 30 days.
Enter an X if the Agreement will terminate automatically on a specific date.
Using the format MM/DD/YYYY, enter the date upon which the Agreement will terminate.
LAG11
! General Provisions Section (11 of 13)
!. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
!. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
!. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
!. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
!. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of !.
This required section includes standard provisions regarding the interpretation and enforcement of the Agreement. Press [Ctrl+F1] for more information.
Enter the state/province whose laws will govern this Agreement or edit the information as desired. The state selected must have some connection to at least one of the parties.
LAG12
! Optional Free-Form Section (12 of 13)
Enter an X to include additional provisions which are unique to your situation. Press [Ctrl+F1] for more information.
Use this space to explain the additional provisions.
This required section provides signature lines for the parties. Press [Ctrl+F1] for more information.
The program transfers the name of the Licensor from a previous section. This information may be modified without affecting earlier data. If the Licensor is a company, enter the name of the person signing on behalf of the company. Use the P.I. Manager to select and paste a record.
Enter an X to include the title of the person who will sign on behalf of the Licensor.
Enter the person's title or edit the information as desired.
The program transfers the name of the Licensee from a previous section. This information may be modified without affecting earlier data. If the Licensor is a company, enter the name of the person signing on behalf of the company. Use the P.I. Manager to select and paste a record.
Enter an X to include the title of the person who will sign on behalf of the Licensee.
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