Copyright License Agreement (Exclusive)

for Your State

This Exclusive License Agreement is between a licensor who holds the copyright in a product and a licensee who is interested in developing the product for commercial use. This attorney-prepared agreement gives the licensee the exclusive right to develop and promote the product.

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This Exclusive License Agreement is between a licensor who holds the copyright in a certain product and a licensee who is interested in licensing and developing the product for commercial use. This agreement will give the licensee the exclusive license to develop and promote the products. It clearly sets out all terms of the agreement including how royalties will be paid and any restrictions on use of the material. A written Exclusive License Agreement will be useful in the event there are disagreements or misunderstandings between the parties about the terms of the exclusive arrangement.

This Exclusive License Agreement includes the following provisions:
  • Parties: Sets out the names of the licensor and the licensee;
  • Recitals: Spells out that licensor is the owner of the copyright in the material and that licensee is interested in licensing and developing the material for distribution to the public;
  • Rights Granted: Sets out the specific rights which licensor is giving to licensee;
  • Royalty: Sets out how any royalty payments will be made;
  • Restrictions: Sets forth any and all restrictions on use of the copyrighted materials;
  • Term/Termination: The term of the agreement and any renewal provisions;
  • Signatures: This agreement must be signed by the licensor and licensee.

Protect yourself and your rights by purchasing this attorney-prepared form.

This attorney-prepared package includes:
  1. General Information
  2. Instructions and Checklist
  3. Exclusive License Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
















Exclusive License Agreement












This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Exclusive License Agreement











General Information
Exclusive License Agreement

This Exclusive License Agreement is between a licensor who holds the copyright in a certain product and a licensee who is interested in licensing and further developing the copyrighted product for commercial use.  Under this agreement the licensee will have the exclusive license to develop and promote the products which are the subject of this agreement.  This agreement also contains provisions regarding the payment of royalties and any restrictions on the use of the licensed material.  

It is imperative that this type of business transaction be clearly set out in writing.  A written Exclusive License Agreement will prove invaluable in the event of disagreements, misunderstandings or litigation between the parties.


  



Instructions and Checklist


Exclusive License Agreement

   Both parties should read the agreement carefully.

   Insert all requested information in the spaces provided on the form.

     This form contains the basic terms and language that should be included in similar agreements.  

   Read the "Rights Granted" and "Specific Restrictions on Use of Licensed Material" carefully to ensure they fully set forth all rights and restrictions.  If there are disagreements, they will likely focus on these provisions.

     Both the licensor and licensee must sign the agreement.

   Both parties should retain either an original or copy of the signed agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  




   














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THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 

EXCLUSIVE LICENSE AGREEMENT

This Agreement is made and entered into _____ of___________, 20___, by and between _______________________________(name of party) (hereinafter referred to as, “Licensor”) and ___________________________________ (hereinafter “Licensee”).
   
I.      Recitals

A.   WHEREAS, Licensor is the owner of Copyright (as later defined herein) relating to __________________________________, identified as  __________________________ (hereinafter Product), and has the right to grant licenses by virtue of the Copyright Laws, and;
B.   WHEREAS, Licensee is interested in licensing and further developing the Copyright product for commercial use, and
C.   WHEREAS, Licensor desires to have the Copyright developed and commercialized to benefit the public and is willing to grant a license hereunder;
D.   NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follows:

II.      Rights Granted

1.   Pursuant to this Agreement, Licensee shall hold the exclusive rights to form new products including and limited to____________________ based on the Licensors Product throughout the world. Upon the execution of this Agreement, Licensor shall register Licensee's such rights in the copyrights registry that relate to Licensors Product.

2.   Licensor warrants that, prior to the execution of this Agreement, he has not transferred or disposed of, or granted the right to use and profit from, the copyrights over the Product to any third party. If the foregoing warranty by Licensor is found to be untrue, this Agreement shall be made null and void and Licensor shall compensate Licensee for all damages.

3.   After the execution of this Agreement, Licensor shall not, without the prior written consent of Licensee, transfer or dispose of, or grant the right to use and profit from, the copyrights on Product to any third party.

4.   In producing other products based on Licensed Product, Licensee must enter into an additional agreement per each Title, separately from this Agreement. To the extent that Licensee intends to enter into such additional agreements.

5.   Licensee shall not, without Licensor's consent, produce ancillary items, using Product's logo, characters or illustrations. However, Licensee may produce and distribute free promotional products and other ancillary items for publicity and advertising purposes.

6.   Licensee shall own any and all rights to the Product, including the copyrights (including the copyrights to computer programs), the use rights and any other rights. Licensor agrees that Licensee in its sole capacity may register the copyrights, sell or use and profit from the Product and that Licensor will not raise objections to such activities by Licensee.

7.   Licensor shall own copyrights to illustrations that he directly produces for the purpose of publicizing the Product, and Licensee shall hold rights to use them free of charge.

8.   Licensee shall guarantee Licensor's copyrights and protect them to the best of his power.

9.   Licensee may register trademarks on behalf of Licensor after written notice to Licensor whenever Licensee deems such registration is necessary in connection with the Product.

III.      Royalty

Licensee shall pay Licensor a royalty of $__________ as payment for all rights granted. Payment shall be made upon execution of this Agreement

IV.      Specific Restrictions on Use of Licensed Material

Licensed Material is solely for use by the Licensee and Licensees employees (including independent contractors) authorized by Licensee to exercise these rights specifically granted above, regardless of the physical location of such persons. Licensee shall not modify copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, sublicense, transfer, assign, rent, sell or otherwise convey Licensed Material obtained from Licensor in any way not specifically granted above without the prior written consent from Licensor. Licensee shall not use Licensed Material for any purpose that is unlawful or prohibited by this Agreement.

V.      Term and Termination

This Agreement shall remain in effect for_______ year(s) for Internet publication or __________year(s) for print publication. Upon expiration of the term and any renewal term(s) the rights granted in the Licensed Material shall revert to the Licensor.

Upon the expiry of the Agreement, the same may be renewed for a period for _____ year(s), on the same terms and conditions.

VI.      Amendments

The written provisions contained in this Agreement constitute the sole and entire Agreement made between the Licensor and the Licensee concerning this Licensed Material, and any amendments to this Agreement shall not be valid unless made in writing and signed by both parties.

VII.   Governing Law and Forum

This Agreement shall be governed according to the laws of the State of_________, applicable to agreements made and to be wholly performed therein.





VIII.   Assignment and Transfer

The Licensee may not assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the Licensor, which consent shall not be unreasonably withheld or delayed.

IN WITNESS WHEREOF the parties hereto have caused this Agreement, which is effective on the date of the last to sign below, to be executed in duplicate by their respective duly authorized officers.
 
Licensor: __________________________

Licensee: ____________________________
Signature: _________________________

Signature: ___________________________
Date: _____________________________

Date: _______________________________

Number of Pages7
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43460

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