📄 Licensing Agreement Template

PARTIES TO THE AGREEMENT

Licensor:	[Licensor Name], a [State/Country] [Entity Type]
Address:	[Complete Address of Licensor]
Representative:	[Name and Title of Representative]
Contact Information:	[Phone, Email, Website]

Licensee:	[Licensee Name], a [State/Country] [Entity Type]
Address:	[Complete Address of Licensee]
Representative:	[Name and Title of Representative]
Contact Information:	[Phone, Email, Website]

LICENSED INTELLECTUAL PROPERTY

IP Type:	[Patent/Trademark/Copyright/Software/Trade Secret/Other]
IP Title/Name:	[Title or name of the intellectual property]
Registration Number:	[Patent/Trademark/Copyright registration number]
Filing/Registration Date:	[Date of filing or registration]
Jurisdiction:	[Countries/States where IP is protected]
Description:	[Detailed description of the licensed IP]

GRANT OF LICENSE

License Type:	[Exclusive/Non-exclusive/Sole]
Licensed Rights:	[Make/Use/Sell/Import/Distribute/Modify/etc.]
License Scope:	[Full rights/Limited field of use/Specific applications]
Field of Use:	[Specific industry or application field]
Territory:	[Geographic scope - Worldwide/US/Specific countries]
Sublicensing Rights:	[Permitted/Not permitted/With licensor approval]

TERM AND DURATION

Effective Date:	[License start date]
Initial Term:	[Duration of initial license period]
Renewal Terms:	[Automatic renewal/Manual renewal terms]
Expiration:	[License expiration date or conditions]
IP Expiration Impact:	License continues until underlying IP rights expire

FINANCIAL TERMS

License Fee (Upfront):	$[Amount]
Royalty Rate:	[Percentage]% of net sales
Minimum Royalty:	$[Amount] per [Period]
Maximum Royalty:	$[Amount if applicable]
Milestone Payments:	[Development/sales milestone payments]
Payment Schedule:	[Monthly/Quarterly/Annual] payments

LICENSEE OBLIGATIONS

Diligence Requirements:	[Performance standards and milestones]
Commercialization Timeline:	[Timeline for bringing product to market]
Quality Standards:	[Quality control and brand protection requirements]
Marking Requirements:	[Patent/trademark marking obligations]
Record Keeping:	Maintain detailed records of sales and royalty calculations
Reporting Requirements:	[Frequency and detail of required reports]

LICENSOR OBLIGATIONS

IP Maintenance:	Maintain and protect licensed intellectual property rights
Technical Support:	[Level of technical assistance provided]
Documentation:	[Technical documentation and materials provided]
Training:	[Training and knowledge transfer obligations]
Warranty:	[Warranty regarding IP ownership and validity]
Defense of IP:	[Obligation to defend against infringement claims]

IMPROVEMENTS AND DEVELOPMENTS

Licensor Improvements:	[Rights to licensor's future improvements]
Licensee Improvements:	[Ownership of licensee's improvements/modifications]
Joint Developments:	[Ownership of jointly developed improvements]
Grant-Back Rights:	[Licensee grant-back obligations to licensor]
Cross-Licensing:	[Cross-licensing arrangements for improvements]

INTELLECTUAL PROPERTY PROTECTION

IP Enforcement:	[Procedures for enforcing IP rights]
Infringement Notification:	Licensee must promptly notify licensor of any infringement
Infringement Actions:	[Who can initiate infringement actions]
Legal Costs:	[How legal costs for IP protection are shared]
Invalidity Challenges:	Licensee cannot challenge validity of licensed IP

CONFIDENTIALITY

Confidential Information:	All technical, commercial, and business information shared
Confidentiality Period:	[Years] years from disclosure
Permitted Disclosures:	[Exceptions to confidentiality obligations]
Employee Obligations:	Bind employees and contractors to confidentiality
Return of Information:	Return all confidential information upon termination

TERMINATION

Termination for Breach:	[Days] days written notice to cure breach
Termination for Convenience:	[Notice period for termination without cause]
Automatic Termination:	[Conditions for automatic termination]
Effect of Termination:	All license rights terminate immediately
Sell-Off Period:	[Days] days to sell existing inventory
Surviving Provisions:	Confidentiality, payment obligations, and warranties survive

WARRANTIES AND DISCLAIMERS

Ownership Warranty:	Licensor warrants ownership and right to license IP
Validity Warranty:	[Warranty regarding IP validity and enforceability]
Non-Infringement:	[Warranty that IP does not infringe third party rights]
Performance Disclaimer:	No warranty regarding commercial success or performance
Fitness Disclaimer:	No warranty of fitness for particular purpose

INDEMNIFICATION

Licensor Indemnification:	[Licensor indemnifies for IP ownership issues]
Licensee Indemnification:	[Licensee indemnifies for product liability]
Mutual Indemnification:	[Mutual indemnification for breaches]
Indemnification Procedure:	[Process for indemnification claims]

DISPUTE RESOLUTION

Negotiation:	Good faith negotiations for [Days] days
Mediation:	Binding mediation if negotiation fails
Arbitration:	[Arbitration rules and procedures]
Governing Law:	Laws of [State/Country]
Jurisdiction:	Courts of [City, State/Country]

MISCELLANEOUS PROVISIONS

Independent Contractors:	Parties remain independent, no partnership created
Force Majeure:	Standard force majeure provisions apply
Assignment:	[Assignment rights and restrictions]
Severability:	Invalid provisions do not affect remainder of agreement
Entire Agreement:	This agreement supersedes all prior agreements
Amendment:	Must be in writing and signed by both parties