Non-Exclusive
Non-Transferable
IP-Protective
Legal
License Agreement Template
Set clear usage terms with a license agreement template that covers rights, restrictions, and fees in one branded document both sides can sign.
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Document Header & Recitals
This License Agreement Template (the "Agreement") is executed as of October 1, 2026 by and between Example Licensor LLC ("Licensor"), located at 100 Main Street, Albany, New York 12207, and Example Licensee LLC ("Licensee"), located at 200 Market Street, Buffalo, New York 14202.
WHEREAS, Licensee desires to obtain a license to use the Asset identified as a sample training video library for the approved commercial purpose of internal employee training; and
WHEREAS, Licensor is willing to grant to Licensee a limited, non-exclusive, non-transferable license to use such Asset solely on the terms and conditions set forth in this Agreement, and only for the Term specified herein.
Core Provisions
1. DEFINITIONS
- "Agreement" means this License Agreement Template together with any schedules, exhibits, amendments, and written modifications signed by both Parties.
- "Asset" means a sample training video library, together with any associated specifications, documentation, media, embodiments, and approved deliverables identified in Exhibit A.
- "Confidential Information" means all non-public business, legal, financial, technical, operational, product, customer, software, and licensing information disclosed by one Party to the other, whether oral, written, digital, visual, or otherwise recorded.
- "Intellectual Property Rights" means all copyrights, trademarks, service marks, trade names, patents, trade secrets, moral rights, database rights, mask works, know-how, and all similar proprietary rights recognized in any jurisdiction.
- "Party" means either Licensor or Licensee individually, and "Parties" means both collectively.
- "Term" means the period beginning on October 1, 2026 and ending on September 30, 2028, unless earlier terminated in accordance with this Agreement.
This Agreement grants a license only. It does not convey title, ownership, assignment, or any broader right in or to the Asset or any associated Intellectual Property Rights.
2. License Grant and 3. Charges
2. LICENSE GRANT
Subject to Licensee’s full and timely compliance with this Agreement, Licensor grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to use the Asset solely for internal employee training and solely in the manner expressly permitted by this Agreement and Exhibit A.
- The license is restricted to the specific commercial purpose approved by Licensor.
- No rights are granted by implication, estoppel, exhaustion, or otherwise beyond those expressly stated.
- Any use outside the approved scope shall constitute a material breach and an infringement of Licensor’s Intellectual Property Rights.
- Licensee shall not remove, obscure, alter, or bypass technical restrictions, access controls, watermarking, attribution, notices, legends, or usage controls implemented by Licensor.
3. CHARGES
Licensee shall pay Licensor a license charge of $1,000 as a yearly or one-off fee, as specified in Exhibit A. Unless Exhibit A states otherwise, the License Fee is due immediately upon execution of this Agreement and, for any recurring annual license, again on each anniversary of October 1, 2026 during the Term.
All amounts payable under this Agreement are exclusive of all applicable foreign and domestic taxes, duties, levies, imposts, and governmental charges. Licensee shall pay all such amounts within 30 days of invoice, except for taxes imposed on Licensor’s net income.
13. LICENSE FEE
Fee Item | Description | Due Date |
License Fee | $1,000 | Immediately upon execution |
Renewal Fee | Applicable on each anniversary if annual | Each anniversary of October 1, 2026 |
Taxes | Exclusive of License Fee; payable by Licensee | Within 30 days of invoicing |
Non-payment, partial payment, chargeback activity, or failure to pay taxes or invoiced amounts when due may trigger suspension, late fees, audit review, and termination rights under this Agreement.
4. Licensee's Obligations, 5. Intellectual Property Rights, 20. License Purpose
4. LICENSEE'S OBLIGATIONS
- Licensee shall use the Asset solely for internal employee training and only during the Term.
- Licensee shall not distribute, publish, lease, lend, sell, assign, transfer, disclose, sublicense, make available, or otherwise provide the Asset to any third party except as expressly authorized in writing by Licensor.
- Licensee shall not modify, adapt, translate, reverse engineer, decompile, disassemble, create derivative works from, or combine the Asset with other materials in a manner not expressly approved by Licensor in writing.
- Licensee shall implement and maintain commercially reasonable and industry-appropriate technical, administrative, and security safeguards to prevent unauthorized access, copying, extraction, disclosure, or misuse of the Asset.
- Licensee shall retain and prominently include all copyright, trademark, proprietary, authorship, and ownership legends required by Licensor on or in connection with the Asset and any permitted outputs.
- Licensee shall promptly notify Licensor of any suspected infringement, unauthorized use, data compromise, security incident, counterfeit activity, or breach affecting the Asset or Licensor’s rights.
5. INTELLECTUAL PROPERTY RIGHTS
As between the Parties, all right, title, and interest in and to the Asset and all Intellectual Property Rights therein or relating thereto shall remain solely and exclusively vested in Licensor. Licensee acquires no ownership, title, equity, goodwill, source rights, residual rights, or other proprietary interest by virtue of this Agreement or its use of the Asset.
Any goodwill arising from Licensee’s permitted use of Licensor’s marks, brand elements, or associated indicia shall inure solely to the benefit of Licensor. Licensee shall execute such reasonable documents and take such acts as Licensor may request to confirm or protect Licensor’s ownership rights.
20. LICENSE PURPOSE
The Parties acknowledge that the commercial intent of this Agreement is limited and specific: Licensee is authorized to use the Asset only for internal employee training and not for any unrelated, expanded, competitive, unlawful, misleading, or unapproved purpose.
6. Limitation of Liability, 7. Confidentiality, 8. Disclaimers & Release, 9. Indemnification
7. CONFIDENTIALITY
Each Party shall keep the other Party’s Confidential Information strictly confidential and shall not disclose, copy, reproduce, summarize, or use such Confidential Information except as necessary to perform or enforce this Agreement. Each receiving Party shall protect the disclosing Party’s Confidential Information using at least the same degree of care it uses for its own similar information, and in no event less than reasonable care.
The confidentiality obligations under this Agreement shall apply throughout the Term and shall survive termination or expiration for so long as the information remains confidential, proprietary, or legally protectable under applicable law.
6. LIMITATION OF LIABILITY
To the fullest extent permitted by law, Licensor shall not be liable to Licensee or any third party for any indirect, incidental, consequential, special, exemplary, punitive, or reliance damages, or for any loss of profits, revenue, goodwill, use, business opportunity, anticipated savings, or data, arising out of or related to this Agreement, the Asset, or any use, misuse, inability to use, modification, or combination of the Asset with other materials, even if advised of the possibility of such damages.
8. DISCLAIMERS & RELEASE
- The Asset is provided on an "as is," "as available" basis.
- Licensor disclaims all express, implied, statutory, and other warranties, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, performance, compatibility, and uninterrupted or error-free operation.
- Licensee assumes all risk arising from its selection, use, implementation, integration, and commercial exploitation of the Asset.
- Licensee releases Licensor from claims arising from unauthorized modifications, unapproved deployments, third-party dependencies, misuse, or uses outside the approved scope.
9. INDEMNIFICATION
Licensee shall defend, indemnify, and hold harmless Licensor and its affiliates, officers, directors, employees, contractors, representatives, successors, and agents from and against any and all third-party claims, actions, proceedings, losses, liabilities, judgments, settlements, penalties, costs, damages, and reasonable attorneys’ fees arising out of or related to: (a) Licensee’s use or misuse of the Asset; (b) Licensee’s breach of this Agreement
11. Governing Law, 21. Company Audits, 22. Quality Assurance, 23. Late Payments, 24. Compliance with Law, 26. Insurance
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to conflict-of-law principles.
21. COMPANY AUDITS
- Upon reasonable notice, or immediately where Licensor reasonably suspects non-compliance, Licensee shall provide Licensor and its independent third-party auditors access to relevant books, records, systems, facilities, logs, usage reports, invoices, sublicensing records if any, and other operational or financial materials necessary to verify compliance with this Agreement.
- Audits may assess license scope, payment compliance, security controls, recordkeeping, quality controls, branding compliance, and adherence to the approved commercial purpose.
- Licensee shall cooperate fully, promptly correct deficiencies, and reimburse Licensor for audit costs where a material underpayment, material misuse, or material breach is identified.
22. QUALITY ASSURANCE
- Licensor may conduct announced or unannounced inspections, evaluations, and quality assurance or health testing of products, services, packaging, labeling, environments, or outputs sold, distributed, or operated under Licensor’s brand or using the Asset.
- Licensee shall maintain quality standards, procedures, documentation, and controls sufficient to protect Licensor’s reputation, brand integrity, legal compliance, and consumer safety where applicable.
- If Licensor identifies non-conformity, Licensor may issue a warning, require corrective action within a stated period, suspend the license, require product withdrawal, or terminate this Agreement for failure to cure.
10. Waiver, 12. Termination, 14–19, 25, 27–29
10. WAIVER
No waiver by Licensor of any breach or default shall be effective unless in writing, and no waiver of any breach or default shall be deemed a waiver of any prior, concurrent, or subsequent breach or default.
12. TERMINATION and 27. BREACH
- Licensor may terminate this Agreement upon 7 days' written notice if Licensee breaches this Agreement and fails to cure within that 7-day period.
- Licensor may terminate immediately upon Licensee’s insolvency, bankruptcy filing, appointment of a receiver, cessation of business, assignment for the benefit of creditors, or comparable financial distress event.
- Licensor may terminate immediately for any breach of Sections 4, 5, 7, 20, 21, or 22, or for any unauthorized use affecting Licensor’s Intellectual Property Rights, Confidential Information, brand, or reputation.
- Upon termination or expiration, Licensee shall immediately cease all use of the Asset, discontinue all branded or licensed activity, return or destroy Confidential Information and copies of the Asset as directed by Licensor, and certify compliance in writing upon request.
14. ASSIGNMENT
Licensee shall not assign, delegate, transfer, subcontract, or otherwise dispose of this Agreement or any rights or obligations hereunder without Licensor’s prior written consent. Any attempted assignment in violation of this Section shall be void.
15. NOTICES
All notices under this Agreement shall be in writing and delivered to the Parties at their stated addresses or to such updated address as a Party may designate by written notice.
16. COUNTERPARTS; 17. SEVERABILITY; 18. TERM; 19. MODIFICATION IN WRITING
This Agreement may be executed in counterparts, each deemed an original and all of which together constitute one instrument. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Term of this Agreement is 2 years unless earlier terminated. No modification shall be valid unless in writing and signed by both Parties.
Execution and Exhibit A Schedule
IN WITNESS WHEREOF, the Parties have executed this Agreement as of [custom.commencementDate].
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License Agreement Template Overview
Licensing something, whether it is software, content, or a brand asset, needs terms that spell out exactly what the licensee can and cannot do. This license agreement template covers usage rights, restrictions, term length, and fees, so a licensing contract is unambiguous from the first read.
A clear agreement protects the asset as much as the relationship around it. Both parties review it as a single link, sign without leaving the page, and past agreements stay filed for when licences come up for renewal.
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Who Benefits From License Agreement Template?
Anyone licensing an asset, software, content, or a brand, uses this agreement to set clear terms with the licensee.
Software Company Owner
Document usage rights and restrictions for a software license agreement before granting access to a new customer.
Content Creator
License artwork, photography, or written content for commercial use with clear terms on scope and duration.
Brand Licensing Manager
Set terms for a third party using company branding or trademarks, keeping usage within agreed limits.
Legal Operations Lead
Standardise licensing terms across every client or partner, so agreements stay consistent no matter what is being licensed.
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Frequently Asked Questions
Everything you need to know about using this template
It should set out the usage rights being granted, any restrictions, the term of the licence, and the fees involved. A license agreement template gives you these sections ready to fill in.
Yes. The structure works for licensing software as well as other assets like content or branding, since the sections cover usage rights and restrictions generally.
Yes. Give the AI a short description of what is being licensed and to whom, and it generates the agreement with your branding applied automatically.
Yes. Fee sections support one-time, recurring, or usage-based licensing fees, so the agreement matches how the licence is actually priced.
Yes. Signing happens on the spot, in the document. Status, date, and confirmation emails are all handled without extra tools.
Yes. Rather than drafting from nothing, duplicate this one for the next licensee and revise usage rights and fees.
License the asset with clear terms
Set out exactly what's permitted before you hand over access to the asset.
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