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Intellectual Property License Agreement template
Intellectual Property License Agreement sample


What is Intellectual Property License Agreement?

Intellectual Property License Agreement Grants rights to use specific intellectual property, detailing licensing fees, duration, and usage restrictions.



Sample template:



Intellectual Property License Agreement


This Intellectual Property License Agreement ("Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between NanoGlow Technologies Inc., a [State of Incorporation] corporation having its principal place of business at [Address] ("Licensor") and TechInnovate Labs LLC, a [State of Incorporation] limited liability company having its principal place of business at [Address] ("Licensee").

1. Grant of License

1.1. License Grant


Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use, modify, and sublicense the NanoGlowTM Photoluminescent Technology ("Licensed Technology") solely in connection with Licensee's products and services in the United States (the "License"). The Licensed Technology shall not be sublicensed, sold, leased, or otherwise transferred to any third party without the prior written consent of Licensor.



2. Licensing Fees and Payment

2.1. Licensing Fees


Licensee shall pay to Licensor a one-time, non-refundable licensing fee of $[Amount] (the "Licensing Fee"), payable within [Number of Days] days of the Effective Date. The Licensing Fee is inclusive of all sublicensing rights granted herein.



2.2. Royalties


In addition to the Licensing Fee, Licensee shall pay Licensor a royalty of [Percentage]% of the gross revenue generated by Licensee from the sale or sublicense of products and services incorporating the Licensed Technology ("Royalties"), payable quarterly within [Number of Days] days following the end of each calendar quarter. Licensee shall provide Licensor with a written report detailing the calculation of Royalties for each quarter, including any sublicensing revenue.



3. Term and Termination

3.1. Term


This Agreement shall commence on the Effective Date and shall continue for a period of [Number of Years] years, unless terminated earlier in accordance with Section 3.2 (the "Term"). At the end of the Term, this Agreement shall automatically renew for successive [Number of Years]-year periods unless either party provides at least [Number of Days]' written notice of non-renewal before the end of the then-current term.



3.2. Termination for Breach


Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days following written notice of such breach.



4. Usage Restrictions

4.1. Restrictions on Use


Licensee shall not (i) use the Licensed Technology for any purpose other than those expressly permitted under this Agreement; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Licensed Technology; (iii) allow third parties to access or use the Licensed Technology, except as expressly permitted under this Agreement; or (iv) violate any applicable laws, rules, or regulations in connection with Licensee's use of the Licensed Technology.



5. Sublicensing

5.1. Sublicensing Rights


Subject to Licensor's prior written consent and the terms of this Agreement, Licensee may sublicense the Licensed Technology to third parties ("Sublicensees") for the purpose of incorporating the Licensed Technology into Sublicensees' products and services. Licensee shall ensure that Sublicensees agree in writing to be bound by the terms of this Agreement and that any sublicenses granted are consistent with and subject to the terms and conditions of this Agreement.



5.2. Sublicensing Responsibilities


Licensee shall be responsible for the actions and omissions of its Sublicensees and shall indemnify, defend, and hold Licensor harmless from and against any claims, damages, or liabilities resulting from any breach of this Agreement by any Sublicensee. Licensee shall provide Licensor with prompt written notice of any Sublicensee breach of which Licensee becomes aware.



6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its principles of conflicts of law. Any disputes arising out of or related to this Agreement shall be resolved by binding arbitration in the State of [State] under the rules of the American Arbitration Association.



7. Miscellaneous

7.1. Entire Agreement


This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, understandings, and discussions, whether oral or written, of the parties.



7.2. Amendments and Waivers


No amendment, waiver, or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.



7.3. Assignment


Neither party may assign this Agreement or any of its rights or obligations hereunder, in whole or in part, without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement and its rights and obligations as a whole to a successor-in-interest in connection with a merger, reorganization, or sale of all or substantially all assets related to the subject matter of this Agreement, provided that such successor-in-interest is not a direct competitor of the other party and assumes all obligations and liabilities under this Agreement.



7.4. Severability


If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions of this Agreement shall continue in full force and effect.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

NanoGlow Technologies Inc. TechInnovate Labs LLC
By:__________________________________ By:________________________________
Name:_______________________________ Name:_____________________________
Title: ______________________________ Title: ____________________________
Date: _______________________________ Date: _____________________________

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Common Sections of an Intellectual Property License Agreement


In this Intellectual Property License Agreement, you will see the following sections:

  1. Grant of License
  2. Licensing Fees and Payment
  3. Term and Termination
  4. Usage Restrictions
  5. Sublicensing
  6. Governing Law
  7. Miscellaneous


Analysis/Summary of each section

  1. Grant of License : This section explains that the Licensor (NanoGlow Technologies Inc.) is giving the Licensee (TechInnovate Labs LLC) permission to use, modify, and sublicense the Licensed Technology (NanoGlowTM Photoluminescent Technology) for their products and services in the United States. The Licensee cannot sublicense, sell, lease, or transfer the Licensed Technology to others without the Licensor's written consent.

  2. Licensing Fees and Payment : This section outlines the financial aspects of the agreement. The Licensee must pay a one-time, non-refundable fee to the Licensor and a percentage of their gross revenue from sales or sublicenses of products and services using the Licensed Technology. The Licensee must also provide a written report detailing the calculation of royalties each quarter.

  3. Term and Termination : This section states that the agreement will last for a specific number of years and will automatically renew unless either party provides written notice of non-renewal. The agreement can also be terminated if either party breaches any material term or condition and fails to fix the breach within 30 days of receiving written notice.

  4. Usage Restrictions : This section lists the limitations on how the Licensee can use the Licensed Technology. They cannot use it for purposes other than those allowed in the agreement, reverse engineer it, allow third parties to access it (except as permitted), or violate any laws, rules, or regulations while using it.

  5. Sublicensing : This section explains that the Licensee can sublicense the Licensed Technology to third parties with the Licensor's written consent and under the terms of the agreement. The Licensee is responsible for the actions of their Sublicensees and must indemnify the Licensor for any breaches by the Sublicensees.

  6. Governing Law : This section states that the agreement will be governed by the laws of a specific state and that any disputes will be resolved through binding arbitration under the rules of the American Arbitration Association.

  7. Miscellaneous : This section covers various additional terms, such as the agreement being the entire understanding between the parties, the requirements for amendments and waivers, the limitations on assignment, and the severability of any invalid provisions.

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