Overview of Intellectual Property License Agreement

 

What is this document?

An Intellectual Property License Agreement (IP License Agreement) is an agreement where a company or individual agrees to license certain intellectual property to another party.

 

When would I use this document?

An IP License Agreement can be used in a number of situations where one party grants a license to another party. Examples include subscription services, using a product;  using a trademark; using software etc.

 

Who signs this Agreement

An IP License Agreement is signed by the party providing the license (the licensor) and the party receiving the license (the licensee).

 

More details about this document

The licensor will want to ensure they have a very carefully (narrowly) defined license, that they will receive payment for the license, and that they will be compensated for any breach of the terms of the license. They will also want to make sure that failure to pay results in termination of the license.

The licensee will want to ensure they are provided with a broad license, that the licensor has the right to grant the license, and that the product or intellectual property being licensed is not defective.

Compensation for an IP License Agreement can be in the form of fees or royalties, depending on the purpose of the agreement.

The license will be defined in terms of exclusivity, length of time, territory where the license is applicable, application of royalties, ability to sub-license, assignability etc.

 

What are the core elements of this document?

The core elements of an License Agreement include: License, Payment, Termination, Ownership of Intellectual Property, Liability and Waiver, Representations and Warranties.

Additional clauses may include: Term, Support Services, and Sub-Licenses.

 

Related Documents

Nondisclosure/Confidentiality Agreement – an agreement that protects confidential information.

Intellectual Property Transfer, Assignment and Release – an agreement that transfers the intellectual property from one person to another eg. from a consultant/contractor or employee to the person who ‘hired’ the consultant/contractor or employee.

Contractor/Consulting/Services Agreement – this type of agreement can have various names, and is used when a person is paid to provide services but is not hired as an employee. Payment can be flexible eg. money, shares or some other form of compensation.

Software Development Agreement – an agreement for developing software.

 

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