License Sample
License Agreement
This License Agreement ("Agreement") is entered into as of [Effective Date], by and between [Licensor Name], with its principal place of business at [Licensor Address] ("Licensor"), and [Licensee Name], with its principal place of business at [Licensee Address] ("Licensee").
Definitions 1.1 "Licensed Product" refers to [Description of the product, software, or service being licensed].
1.2 "Intellectual Property" refers to all patents, trademarks, copyrights, trade secrets, and other proprietary rights associated with the Licensed Product.
Grant of License 2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a [non-exclusive/exclusive], [non-transferable/transferable], [revocable/irrevocable] license to use the Licensed Product [specify limitations, e.g., "for internal business purposes only"].
License Fees 3.1 In consideration of the rights granted herein, Licensee shall pay Licensor a license fee in the amount of [License Fee Amount], payable [specify terms, e.g., "annually in advance"].
Term and Termination 4.1 This Agreement shall commence on the Effective Date and continue for a period of [Initial Term] unless terminated earlier in accordance with this Agreement.
4.2 Either party may terminate this Agreement upon [Number of Days] days written notice for any material breach of the terms herein, provided such breach has not been cured within the notice period.
Intellectual Property Rights 5.1 Licensee acknowledges that all Intellectual Property rights in the Licensed Product remain with Licensor and that Licensee has no rights in or to the Licensed Product other than those expressly granted by this Agreement.
Confidentiality 6.1 Both parties agree to maintain in confidence all technical and business information disclosed by the other party which is designated as confidential, and will not use such information except as permitted under this Agreement.
Warranties and Disclaimers 7.1 Licensor warrants that it has the right to grant the license herein. Licensor makes no other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
Limitation of Liability 8.1 In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, including, without limitation, loss of profits or revenue, business interruption, or loss of business information.
Indemnification 9.1 Licensee agrees to indemnify and hold Licensor harmless from any claims, damages, liabilities, costs, and expenses arising out of Licensee’s use of the Licensed Product.
General Provisions 10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country].
10.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral, relating to the subject matter hereof.
10.3 Amendments: Any amendment to this Agreement must be in writing and signed by both parties.
10.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
10.5 Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed by their duly authorized representatives as of the Effective Date.
[Licensor Name] [Licensee Name] Signature: __________________ Signature: __________________ Name: _____________________ Name: _____________________ Title: ______________________ Title: ______________________ Date: ______________________ Date: ______________________
This document is a sample and should be customized to meet specific needs and legal requirements. Consult with a legal professional for assistance.