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Updated 18.07.2024

Contract for licence on intellectual property 

A licence and right to use an invention, design, software, product, or any other intellectual property, in return for a fee.

Use this contract: 

  • If you commercialise intellectual property and wish to allow the customer to use it.
  • If you wish to conclude an exclusive or non-exclusive licence, for a short period or for ever, in United Kingdom or abroad.
  • Whether or not you need to carry out preliminary steps such as installation, modification, or training.
  • Whether the licence fee is periodic or one-off.

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Protect yourself legally as a licensor with the following options: 

  • Limitations and restrictions on use, territory, and customers with whom the licensee may deal. 
  • Imposition of minimum, non-refundable set-up fees or a minimum duration of insurance. 
  • Possibility of termination for breach, non-payment, or force majeure. 
  • Limitation of the licensor’s liability for any damage or failure. 

Safeguard your interests as a licensee by using the following clauses: 

  • Option to market as is, under its own brand name (white label) or that of the licensor. 
  • Trial period during which the contract may be terminated if the customer is not satisfied. 
  • Exclusivity in the territory and prohibition on the licensor granting licences or exploiting the product under licence in these territories. 

Intellectual Property Licence Agreement

An IP licensing agreement is a legal document allowing the licensee to use certain intellectual property against remuneration of its owner or authorised licensor.

A licensing agreement for intellectual property is important to protect the interests of the licensor against any unauthorised use, disclosure or copying.

Licensors use an IP license agreement template:

  • To commercialise intellectual property or grant right of use to the customer.
  • To conclude exclusive or non-exclusive licence in the UK or on foreign territory.
  • To license without restriction or by imposing additional duties.
  • Whether the license is paid for periodically or as a single subscription payment.

Key Aspects of IP Licensing Agreement

  • Our sample license agreement for intellectual property  may be used both by a company or a registered business, or even by an individual inventor or author.
  • This template is suitable to license rights to patents, copyright, industrial design or even trademarks.
  • The customer undertakes to pay the royalty or fee, and to protect the IP, but cannot be forced to achieve minimum sales, unlike a distribution or franchise agreement.
  • The licensors often prefer a longer period and strict limitations, whereas the licensee would like to enjoy flexibility in termination and expansion.

Six tips on Licensing Agreement for Intellectual Property

Our intellectual property licence agreement template protects the licensor’s legal interests with the following options:

  • Initial non-reimbursable down payment as a fee for concluding the agreement.
  • Prohibition of competition on given markets, solicitation, or unauthorised disclosure of confidential information.
  • Possibility of early termination for default of payment within the deadline.

The IP licensing agreement sample also protects the licensee, with the following options:

  • Premature termination for breach by the licensor, or in case of any dispute or defect of the licences intellectual property.
  • Implementation of a trial period during which the license may be terminated without cause.
  • Tolerated grace period before cancellation or court proceedings from the side of the licensor.

Customizing Document Template for Your Needs

Whether a licensor, developer, owner or sublicensor, it is simple to draft a sample license agreement for intellectual property in just a few minutes using AdminTech’s online document builder, and be confident about the legal protection you receive.

With AdminTech’s IP license agreement tempalte, simply fill in the fields with the required information, and the document shall automatically adjust to your specific needs.

Create an Intellectual Property Licence Agreement with AdminTech

A professional IP licensing agreement allows to cover the following information:

  • Parties’ contact details and identification.
  • Description of intellectual property.
  • Authorised territory and exclusivity.
  • Restrictions on competition and separation of markets.
  • Terms of remuneration.
  • Means and deadlines of ordinary and extraordinary termination.

IP Licensing Agreement FAQ

What intellectual property can be licensed?

In principle any intellectual property may be licensed to any third party using our IP license example, whether it is registered or not.

Our intellectual property licence agreement template is also compatible with both classical and non-regulated intellectual property, such as software, know-how, databases and other attributes of the licensor’s business.

What are the rights of the licensee?

Depending on what you wish to select in our licensing agreement for intellectual property, the licensee has the following rights:

  • Use, exploit and operate the IP for business and commercial purposes
  • Combine, analyse and integrate the IP into final products or services
  • Market the IP as own product (white label) or under the trademark of the licensor
  • Sublicense the intellectual property to authorised third parties.

What restrictions can the licensor impose?

The licensor often seeks to protect both the intellectual property and the market on which it already successfully operated. The licensor generally imposes the following restrictions:

  • Prohibition to use intellectual property outside of authorised territory
  • Non-compete with unauthorised parties, including competitors
  • Non-disclosure and duty to protect the intellectual property
  • Prohibition of reverse engineering.

There are many options to select from in our sample contract.

What is the maximum duration of an IP license?

The maximum term of the IP licensing agreement is not limited by law. In our template you may select the following options:

  • Fixed-term agreement with a set expiry date
  • Open-ended agreement, renewable, subject to termination with a notice
  • A minimum duration renewable agreement
  • A perpetual agreement.

In this last example, the agreement resembles that of a sale of intellectual property, but unlike the sale, there may be restrictions and clauses for termination for cause.

What are the types of intellectual property?

AdminTech’s licence agreement template is compatible with the following types of intellectual property:

  • Patents – registered inventions of industrial application
  • Trademarks – distinct signs about the business
  • Copyrights – artistic creations of unique nature

Trade secrets are likewise often protected by a simple non-disclosure agreement, depending on the intended use of the data.

What is not considered intellectual property?

Many of the company’s important assets are often mistaken as intellectual property. Without being such, an IP license agreement is likewise applicable to non-intellectual property data, such as facts and databases, ideas, titles, and domain names.

Unlike the intellectual property, these elements are only regulated in the agreement, and do not benefit from additional legal protection and monopoly on use that the “intellectual property” implies.

How can IP owners ensure a successful licensing experience?

To ensure a successful licensing experience, it’s generally advisable to:

  • Comply with commercial law provisions of the UK law.
  • Describe the intellectual property in detail and attach all necessary documentation.
  • Determine any preliminary conditions and eventual additional duties and restrictions.
  • Create and sign a detailed license agreement.
  • Include standard terms as offered in our sample.
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