Free Licensing Agreement Creator - Create Online



Licensing Agreement template
Licensing Agreement sample


What is Licensing Agreement?

Licensing Agreement Grants permission to use intellectual property, specifying terms, and any royalties or fees.



Sample template:



LICENSE AGREEMENT


1. PARTIES

1.1. This License Agreement (the "Agreement") is entered into on [Date] by and between [Trademark Owner], a [State] [Type of Entity], located at [Address] (the "Licensor"), and New Era Technologies, a [State] [Type of Entity], with its principal office located at [Address] (the "Licensee").



2. BACKGROUND

2.1. Licensor owns certain trademarks related to "New Era" (the "Trademarks"), which are registered with the United States Patent and Trademark Office (the "USPTO") under registration numbers [Registration Numbers].



2.2. Licensee desires a license to use the Trademarks in connection with its business, and Licensor desires to grant such a license, subject to the terms and conditions set forth in this Agreement.



3. GRANT OF LICENSE

3.1. Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable, limited license to use the Trademarks in the United States for the term of this Agreement, solely in connection with the sale, marketing, and distribution of products and services manufactured or provided by Licensee (the "Products").



3.2. Licensee shall not sublicense, assign, or otherwise transfer its rights under this Agreement without the prior written consent of Licensor.



4. LICENSE FEES

4.1. In consideration for the rights granted herein, Licensee shall pay to Licensor, a licensing fee in the amount of [License Fee] due in full upon the execution of this Agreement. All payments shall be made in United States currency.



5. TERM

5.1. This Agreement shall be effective as of the date first written above and shall continue in full force and effect for a term of [Term] years, unless earlier terminated in accordance with the provisions of this Agreement (the "Term").



5.2. This Agreement may be renewed by mutual written agreement of the parties for additional consecutive periods of [Term] years each (the "Renewal Term"), provided that the parties have not given written notice of their intent not to renew.



6. USAGE RESTRICTIONS

6.1. Licensee agrees that it shall not use the Trademarks in any manner that would be inconsistent with the approved style, quality, and good taste standards established by Licensor.



6.2. Licensee shall not use the Trademarks in a manner that disparages, tarnishes, or dilutes the value or reputation of the Trademarks or Licensor.



6.3. Licensee shall not use the Trademarks for any purpose other than those expressly permitted under this Agreement.



7. TRADEMARK QUALITY AND USAGE GUIDELINES

7.1. Licensee shall comply with all guidelines provided by Licensor for usage of the Trademarks in connection with the Products, including but not limited to, size, typeface, color, and positioning of the Trademarks. Licensor may update such guidelines from time to time upon written notice to Licensee.



7.2. Upon request, Licensee shall provide Licensor with samples of all marketing materials, packaging, and other materials bearing the Trademarks for Licensor's approval prior to distribution. Licensor shall have the right to withhold approval in its sole discretion.



8. TERMINATION

8.1. Either party may terminate this Agreement upon written notice if the other party breaches any material obligation under this Agreement, and such breach remains uncured thirty (30) days after written notice of such breach is provided to the breaching party by the non-breaching party.



8.2. Upon termination or expiration of this Agreement, Licensee shall, at its own expense, immediately cease and discontinue all use of the Trademarks and remove the Trademarks from all materials, physical and digital, used in connection with the Products.



9. INDEMNIFICATION

9.1. Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, demands, liabilities, damages, costs, and expenses, including reasonable attorney's fees, arising out of or related to: (i) Licensee's use of the Trademarks; (ii) Licensee's breach of this Agreement; or (iii) any claim alleging that Licensee's Products infringe, misappropriate, or violate any intellectual property rights of a third party.



10. GOVERNING LAW

10.1. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflict of laws principles.



11. ENTIRE AGREEMENT

11.1. This Agreement contains the entire understanding of the Parties and supersedes all prior understandings, whether written or oral, relating to the subject matter hereof. This Agreement may only be amended or modified in writing and signed by both Parties.



IN WITNESS WHEREOF, the Parties hereto have executed this License Agreement as of the date first above written:

__[Licensor Name]__ __[Licensee Name]__

By: ______________________ By: ______________________
Name: ___________________ Name: ____________________
Title: ____________________ Title: _____________________

Ready to Create your own Licensing Agreement?

Create my first draft



Common Sections of a Licensing Agreement


In this Licensing Agreement, you will see the following sections:

  1. Parties
  2. Background
  3. Grant of License
  4. License Fees
  5. Term
  6. Usage Restrictions
  7. Trademark Quality and Usage Guidelines
  8. Termination
  9. Indemnification
  10. Governing Law
  11. Entire Agreement


Analysis/Summary of each section

  1. Parties : This section introduces the two parties involved in the agreement: the Licensor (Trademark Owner) and the Licensee (New Era Technologies). It provides their respective addresses and the date the agreement is entered into.

  2. Background : This section explains the context of the agreement. The Licensor owns certain trademarks related to "New Era," and the Licensee wants to use these trademarks for its business. The Licensor agrees to grant a license under the terms and conditions of the agreement.

  3. Grant of License : The Licensor grants the Licensee a non-exclusive, non-transferable, revocable, and limited license to use the trademarks in the United States. The Licensee cannot sublicense, assign, or transfer its rights without the Licensor's written consent.

  4. License Fees : The Licensee must pay the Licensor a licensing fee in a specified amount upon signing the agreement. All payments must be made in US currency.

  5. Term : The agreement is effective from the date it is signed and lasts for a specified number of years. It can be renewed by mutual written agreement for additional periods, provided neither party has given written notice of their intent not to renew.

  6. Usage Restrictions : The Licensee must use the trademarks in a manner consistent with the Licensor's standards and not in a way that disparages, tarnishes, or dilutes the value or reputation of the trademarks or Licensor. The Licensee can only use the trademarks for purposes permitted under the agreement.

  7. Trademark Quality and Usage Guidelines : The Licensee must follow the Licensor's guidelines for using the trademarks, including size, typeface, color, and positioning. The Licensor can update these guidelines with written notice. The Licensee must provide samples of materials bearing the trademarks for the Licensor's approval before distribution.

  8. Termination : Either party can terminate the agreement if the other party breaches a material obligation and does not fix the breach within 30 days of receiving written notice. Upon termination or expiration, the Licensee must stop using the trademarks and remove them from all materials.

  9. Indemnification : The Licensee agrees to indemnify, defend, and hold the Licensor harmless from any claims, demands, liabilities, damages, costs, and expenses related to the Licensee's use of the trademarks, breach of the agreement, or infringement of third-party intellectual property rights.

  10. Governing Law : The agreement is governed by the laws of the United States and a specified state, without regard to conflict of laws principles.

  11. Entire Agreement : The agreement contains the entire understanding of the parties and supersedes all prior understandings. It can only be amended or modified in writing and signed by both parties.

Ready to get started?

Create your Licensing Agreement now