Sample license agreement copyrights

You will receive it in Word and PDF formats. You will be able to modify it. A Licensing Agreement is a document used by the owner of some form of intellectual property - such as a logo, photograph, or song - to give permission to some other individual to use that property. The Agreement outlines how the Licensor the Party who owns the property will grant the license to use their property to the Licensee the Party who is using the Licensor's property.

This type of Agreement is used in situations where the creator of intellectual property is okay with someone else using their property but wishes to ultimately retain their rights to the property and be compensated in exchange for giving the license. This is different than an Intellectual Property Release wherein the owner of the property gives away all of their rights to the work and does not receive continued compensation, known as royalty payments, in exchange for giving permission.

By using a Licensing Agreement, the owner of intellectual property is able to make money while also controlling how their property is used and disseminated out in the world. Further, individuals being granted a license can use other people's intellectual property to grow their own business or make a living while protecting themselves from intellectual property infringement claims by defining the terms of the property's use.

This document can be used if an individual wants to use intellectual property that they do not own. Conversely, this document may be used by someone who would like to grant permission to another person to use their intellectual property. This document allows the Parties to specify the length of use and how the property is utilized.

For example, the Parties can specify the right to use a trademark or the right to sell or distribute intellectual property for a specific period of time.

The Parties should describe the work being licensed in as much detail as possible , including information about the quality of the work that will be delivered from the Licensor to the Licensee for the Licensee's use. For example, the Agreement might provide that digital images being licensed be given to the Licensee in a particular format, size, or dpi.

Sample Materials License — Flat-fee-based. Harvard also offers option agreements to companies that are considering licensing a Harvard technology. Options are usually six months to one year in duration and typically require both an upfront fee and patent prosecution reimbursement during the option term.

Basic Option Agreement. To view sample confidentiality agreements, material transfer agreements, or research collaboration agreements, please return to our Sample Agreements page. Overview Sample Licensing Agreements. Tailor-made agreements, built on common principles Accessing Harvard innovations should be as straightforward as possible. Browse Technologies. Basic exclusive license Sample License Agreement With Exclusive Patent Rights A note on global access —Development of technologies borne from Harvard patent rights may lead to licensed products that could result in significant public health benefits in developing countries.

Global Access Language A note on third-party proposed products —In the case of an exclusive license granted in all or many fields, the licensee may initially be focused on a limited number of products or uses for the licensed technology. Third-party Proposed Products Language Nonexclusive license Sample Nonexclusive License for patent rights Copyrighted software license This type of agreement enables Harvard researchers who are starting a new company to easily license non-patentable, copyright-protected software that they have developed in the course of faculty-led research efforts.

On the Licensor's request, the Licensee shall provide the Licensor with a copy of each Collective Work and Derivative Work incorporating the Materials to allow the Licensor to confirm compliance with the grant of permission given under this agreement.

The Licensee will submit to the Licensor two copies of any advertising material that will accompany distribution of the Materials. If the Materials will be reprinted in a Collective Work or Derivative Work as a subject of criticism, a copy of the text addressing the Materials must accompany this agreement.

If the Materials will be reprinted in a Collective Work as a subject of criticism, a copy of the text addressing the Materials must accompany this agreement. If the Materials will be reprinted in a Derivative Work as a subject of criticism, a copy of the text addressing the Materials must accompany this agreement. The License Issue Fee is not an advance toward royalties that may become due during any calendar quarter and the Licensee shall not deduct the amount of the License Issue Fee from any royalties that may become due from the sale of a Collective Work or Derivative Work.

The License Issue Fee is not an advance toward royalties that may become due during any calendar quarter and the Licensee shall not deduct the amount of the License Issue Fee from any royalties that may become due from the sale of a Collective Work. The License Issue Fee is not an advance toward royalties that may become due during any calendar quarter and the Licensee shall not deduct the amount of the License Issue Fee from any royalties that may become due from the sale of a Derivative Work.

If the Licensee sells the Materials or any Derivative Work , any Collective Work, or any Derivative Work or any Collective Work to any party affiliated with the Licensee, or in any way related to or under common control with the Licensee, at a price less than the regular price charged to other parties, the royalties will be computed on the basis of the regular price charged to other parties.

No deduction from the royalties owed will be allowed for uncollectible accounts, or for taxes, fees, assessments, advertising, or other expenses of any kind that maybe incurred or paid by the Licensee, except as specifically enumerated in the definition of Gross Sales. The Licensee shall report and pay royalties quarterly. The royalty report deadline is days after the end of each calendar quarter. The remedy of the Licensor for failure of the Licensee to make payment of the Minimum Royalty is limited to termination of this agreement under section 12 below.

The Licensee shall keep accurate books of account and records covering all transactions relating to or arising out of this agreement. The Licensor and its nominees, employees, accountants, agents, and representatives: i shall have reasonable access to these books and records during normal business hours on reasonable notice; and ii may conduct an examination of all of those books and records.

The Licensee shall maintain these books and records in good order and condition for a period of two years after the termination of this agreement under section 12 or, in the event of a dispute between the parties, until that dispute is resolved, whichever date is latest.

Receipt or acceptance by the Licensor of any sums paid by the Licensee under this agreement does not preclude the Licensor from exercising its rights. If an inspection or examination under subsection 6 a above discloses, or a party otherwise discovers, an overpayment of any royalties or other fees due, the Licensor shall credit to the Licensee the amount of that overpayment against future payments owed by the Licensee, unless the period for which the overpayment was made is the final period covered by this agreement, in which case the Licensor shall pay the amount of the overpayment to the Licensee within days after that finding.

The Licensor shall store the Materials at one or more Licensor locations in digital form accessible by telecommunications links between those locations and authorized networks of the Licensee. The Licensor shall provide copies of the Materials to the Licensee on physical media for use on the Licensee's network and workstations. The Licensor shall provide copies of the Materials to the Licensee through electronic transfer by means of file transfer protocol or otherwise. The Licensee acknowledges that the Licensor is the owner of the Materials and of all associated federal registrations and pending registrations, and the Licensee shall do nothing inconsistent with that ownership.

The Licensee may not claim ownership rights to the Materials, or any derivative, compilation, sequel or series, or related work owned or used by the Licensor. Nothing in this agreement gives the Licensee any interest in the Materials other than the right to use them in accordance with this agreement. The Licensee admits the validity of all copyrights for the Material and all associated registrations and acknowledges that all rights that might be acquired by the Licensee because of its use of the Materials shall inure to the sole benefit of the Licensor.

This subsection does not entitle the Licensor to any of the revenues from the Licensee's permitted uses under this agreement, except for the fees described in section 5 above.

The Licensee may not do anything inconsistent with the Licensor's ownership of the Materials, claim adversely to the Licensor, or assist any third party in attempting to claim adversely to the Licensor, with regards to that ownership.

The Licensee may not challenge the Licensor's title to the Materials, oppose any registration or reregistrations of the Materials, or challenge the validity of this agreement or the grants provided under it. The Licensor will, as soon as is reasonably possible following a request from the Licensee, provide the Licensee with a complete copy of all documentation in any format relating to the Materials for the Licensee's own use, to meet record-keeping requirements of the Licensee, or to allow the Licensee to exercise its rights granted under this agreement.

The Licensor will also, on request: i execute any additional papers, including any separate licenses of the Materials, reasonably necessary to record the license in the United States and throughout the world; and ii generally do all other lawful acts reasonable and necessary to record the agreement in the United States and throughout the world.

The Licensee shall on request give to the Licensor or its authorized representatives any information as to its use of the Materials , any Collective Work, or any Derivative Work or any Derivative Work or any Collective Work that the Licensor may reasonably require and will render any nonmonetary assistance reasonably required by the Licensor in maintaining the Materials or any registrations of the Materials.

If the Licensee is enjoined from further use of any infringing Materials or if the Licensee stops using any of the Materials including as necessary any Collective Works or Derivative Works including as necessary any Derivative Works including as necessary any Collective Works because of the Licensor's request as described in d above , the Licensor shall, at its own expense and option: a obtain the right for the Licensee to continue to use the infringing Materials; b modify the infringing Materials to eliminate that infringement if practicable ; or c refund the amount paid under this agreement for the infringing Materials to the Licensee, on such terms as the parties may agree.

The Licensor shall not be liable for any costs or expenses incurred without its prior written authorization and shall have no obligation of indemnification or any liability if the infringement is based on: a any changed form of the Materials not made by the Licensor; or b the laws of any country other than the United States of America or its states.

The agreement will terminate immediately, without notice, if: i before publication, the Licensee has not complied with this agreement; ii the Licensee attempts to transfer any of the rights granted to the Licensee in connection with this agreement without obtaining the Licensor's prior written consent; iii the Licensee uses the Materials in a manner not expressly permitted by this agreement; iv no Collective Work, Derivative Work, or Collective Work or Derivative Work or reproduction of Materials is published within one year of the effective date of this agreement, unless extended by written permission of the Licensor; v the copyright and acknowledgment notices are not printed as specified in section 4; or vi a Collective Work, Derivative Work, or Collective Work or Derivative Work or or reproduction of Materials is published and remains out of print for a period of at least six months.

All rights granted by this agreement, including the Licensee's right to use the Materials, shall end on termination of this agreement. On termination of this agreement, the Licensee shall promptly discontinue all use of the reproduced Materials , any Collective Work, or any Derivative Work, or any Derivative Work, or any Collective Work, and refrain from further reproduction, publishing, and distributing of the reproduced Materials , Collective Work, or Derivative Work or Derivative Work or Collective Work.

However, the Licensee may fill existing orders and sell off existing copies of the reproduced Materials , Collective Work, or Derivative Work or Derivative Work or Collective Work then in stock if the sell-off period is no more than months from the date of termination.

The Licensor shall have the right to verify the existence and validity of the existing orders and existing copies of the reproduced Materials , Collective Work, or Derivative Work or Derivative Work or Collective Work then in stock on reasonable notice to the Licensee. The laws of the state of govern this agreement without giving effect to its conflicts of law principles.