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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A General IP License Agreement grants a licensee the right to use specified intellectual property — a patent, trademark, copyright, trade secret, software, proprietary methodology, or combination thereof — in exchange for royalty payments, a flat license fee, or other consideration, without transferring ownership. Unlike an assignment (which permanently transfers ownership), a license can be revoked or expire, and the licensor retains all residual rights not expressly granted. Well-drafted licenses specify: field of use, territory, exclusivity, sublicensing rights, quality control (for trademark licenses), audit rights, and infringement enforcement responsibilities. Fill out this free general intellectual property license agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, License Terms.
This Intellectual Property License Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Licensor"), owner of the intellectual property described herein, and ______________, located at ______________ ("Licensee").
"Licensed IP" means the following intellectual property owned by Licensor: Type: ______________ Description: ______________ "Net Sales" means gross revenue received by Licensee from sales of products or services that incorporate or utilize the Licensed IP, less: (a) returns and allowances; (b) trade discounts; (c) sales and use taxes; (d) freight, insurance, and delivery charges. "Licensed Products" means all products and services sold by Licensee that incorporate or use the Licensed IP.
Subject to the terms of this Agreement and Licensee's timely payment of all fees, Licensor hereby grants Licensee a non-exclusive license to use the Licensed IP in the following field of use: ______________, in the following territory: ______________. This license does not include any rights not expressly granted herein. All rights reserved by Licensor.
Licensee shall pay Licensor the following license fees:
This Agreement is perpetual and shall continue indefinitely, unless terminated in accordance with the provisions hereof.
Licensee shall use the Licensed IP only in a manner consistent with applicable law and industry standards, and shall not take any action that damages or diminishes the value of the Licensed IP.
Licensee may sublicense the Licensed IP to third parties without Licensor's prior consent, subject to: (a) the sublicense being subject to terms no less protective of the Licensed IP than those set forth herein; and (b) Licensee remaining primarily responsible for all sublicensee obligations.
Licensor shall have the right, upon 15 business days' prior written notice, to audit Licensee's books and records to verify the accuracy of royalty reports and payments under this Agreement. Any audit shall be conducted during normal business hours by an independent auditor selected by Licensor. If an audit reveals an underpayment of more than 5% in any quarterly period, Licensee shall pay all audit costs and reimburse the underpaid amount with interest at 1.5% per month from the original due date.
Each party shall promptly notify the other party of any known or suspected infringement of the Licensed IP by a third party. As between the parties: Licensor shall have the sole right and obligation to determine whether and how to enforce the Licensed IP against infringers.
Licensor represents and warrants that: (a) Licensor is the owner or authorized licensor of the Licensed IP with the right to grant the license herein; (b) the Licensed IP does not infringe any third-party intellectual property rights; and (c) there are no pending or threatened claims challenging Licensor's ownership of the Licensed IP. Licensee represents and warrants that Licensee has the authority to enter into this Agreement and will comply with all applicable laws in using the Licensed IP.
Either party may terminate this Agreement upon 30 days' written notice if the other party materially breaches this Agreement and fails to cure within the notice period. Licensor may terminate immediately upon written notice if Licensee: (a) uses the Licensed IP outside the permitted field of use or territory; (b) challenges the validity or ownership of the Licensed IP; (c) becomes insolvent or files for bankruptcy; or (d) fails to pay any fees within 30 days of the due date. Upon termination, all licenses granted herein shall immediately cease, and Licensee shall cease all use of the Licensed IP.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.