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Vendor Licensing Agreement template
Vendor Licensing Agreement sample


What is Vendor Licensing Agreement?

Vendor Licensing Agreement A Vendor Licensing Agreement grants rights to use vendor licenses, specifying licensing terms, fees, usage restrictions, and ownership details for the licensed vendor licenses.



Sample template:



Vendor Licensing Agreement


This Vendor Licensing Agreement (the "Agreement") is entered into as of [Date], by and between [Licensor Name], a [State] corporation, with its principal place of business at [Licensor Address] ("Licensor") and [Licensee Name], a [State] corporation, with its principal place of business at [Licensee Address] ("Licensee") (collectively, the "Parties").

1. Grant of License

1.1. License Grant


Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts, a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use, reproduce, distribute, and publicly display the Licensor's software products, as specified in Exhibit A attached hereto (the "Licensed Software"), within the scope of the rights granted herein.



2. License Fees and Payment Terms

2.1. License Fees


Licensee shall pay Licensor a license fee (the "License Fee") in the amount specified in Exhibit B attached hereto, which shall be in consideration for the rights granted herein, payable within thirty (30) days from the Effective Date. The License Fee shall be non-refundable.


2.2. Taxes


Licensee shall be responsible for all taxes, duties, and levies imposed by any governmental authority in connection with this Agreement, excluding taxes based on Licensor's net income.



3. Restrictions

3.1. Use and Distribution Restrictions


Licensee agrees not to: (a) modify, reverse engineer, decompile, or disassemble the Licensed Software; (b) remove, alter, or obscure any proprietary notices, labels, or marks from the Licensed Software; (c) sublicense, transfer, rent, lease, or lend the Licensed Software; or (d) use the Licensed Software for any purpose not expressly authorized hereunder.


3.2. Territory


Licensee's distribution rights under this Agreement shall be limited to the United States.


3.3. Compliance with Laws


Licensee shall comply with all applicable federal, state, and local laws, rules, and regulations in connection with its use and distribution of the Licensed Software.



4. Ownership

4.1. Reservation of Rights


Licensor retains all rights, title, and interest in and to the Licensed Software, including all intellectual property rights therein. No title to the Licensed Software or any intellectual property rights are transferred to Licensee under this Agreement.


4.2. Feedback


If Licensee provides Licensor with any feedback, suggestions, or comments regarding the Licensed Software (collectively, "Feedback"), Licensor may use, disclose, reproduce, sublicense, or otherwise distribute such Feedback without any obligation to Licensee, and Licensee hereby grants Licensor a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, distribute, prepare derivative works of, publicly perform, and publicly display such Feedback.



5. Confidentiality

5.1. Confidentiality Obligations


Each Party agrees to maintain the confidentiality of any non-public technical, financial, business, or other information (the "Confidential Information") that is disclosed under or in connection with this Agreement, and not to use or disclose such Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.



6. Termination

6.1. Termination for Convenience


Either Party may terminate this Agreement for any reason or no reason upon thirty (30) days' written notice to the other Party.


6.2. Termination for Cause


Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party breaches any material term or condition of this Agreement, and fails to cure such breach within thirty (30) days after receiving written notice thereof.



7. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.



8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [Governing_State], without regard to conflicts of law principles. Any action arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in [Governing_Jurisdiction], and the Parties hereby submit to the exclusive jurisdiction and venue of such courts.



9. Miscellaneous

9.1. Entire Agreement


This Agreement, including all exhibits attached hereto, constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, and understandings, both written and oral, between the Parties relating to the subject matter hereof.


9.2. Amendment and Waiver


This Agreement may not be amended or modified except by a written instrument signed by both Parties. No waiver of any provision hereof shall be effective unless in writing and signed by the waiving Party.


9.3. Notices


All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, when sent by email with confirmation of receipt, or three (3) business days after being sent by registered or certified mail, postage prepaid, return receipt requested, to the address of the Parties set forth at the beginning of this Agreement or such other address as either Party may designate by notice to the other Party.


9.4. Severability


If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the extent necessary to be valid, legal, and enforceable and to effect the original intent of the Parties.


9.5. Counterparts


This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first here-above written.

___________________________ ___________________________
[Licensor Name] [Licensee Name]
By:_________________________________ By:_______________________________
Name:______________________________ Name:____________________________
Title:_______________________________ Title:____________________________
Date:_______________________________ Date:____________________________

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Main Sections of a Vendor Licensing Agreement


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

  1. Grant of License
  2. License Fees and Payment Terms
  3. Restrictions
  4. Ownership
  5. Confidentiality
  6. Termination
  7. Limitation of Liability
  8. Governing Law and Jurisdiction
  9. Miscellaneous


About each Section - Analysis and Summary:

  1. Grant of License : This section explains that the Licensor is giving the Licensee permission to use their software products (listed in Exhibit A) under certain conditions. The license is non-exclusive, non-transferable, non-sublicensable, revocable, and limited.

  2. License Fees and Payment Terms : This section outlines the fees the Licensee must pay to the Licensor for the rights granted in the agreement (specified in Exhibit B). It also states that the Licensee is responsible for any taxes, duties, or levies related to the agreement.

  3. Restrictions : This section lists the limitations on how the Licensee can use and distribute the Licensed Software. It also states that the Licensee must follow all applicable laws when using and distributing the software.

  4. Ownership : This section clarifies that the Licensor retains all rights, title, and interest in the Licensed Software, including intellectual property rights. If the Licensee provides any feedback on the software, the Licensor can use it without any obligation to the Licensee.

  5. Confidentiality : This section requires both parties to keep any non-public information they learn about each other confidential and not to use or disclose it except as necessary for the agreement.

  6. Termination : This section explains how either party can end the agreement, either for convenience (with 30 days' notice) or for cause (if the other party breaches the agreement and doesn't fix the issue within 30 days).

  7. Limitation of Liability : This section limits the liability of both parties in case of any damages arising from the agreement. It states that neither party can be held responsible for indirect, incidental, special, punitive, exemplary, or consequential damages.

  8. Governing Law and Jurisdiction : This section states that the agreement is governed by the laws of the United States and a specific state, and any legal disputes must be resolved in the courts of a specified jurisdiction.

  9. Miscellaneous : This section covers various additional terms, such as the entire agreement, amendments, notices, severability, and counterparts. It clarifies that the agreement is the complete understanding between the parties and can only be changed in writing, among other things.

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