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              ___________________________ (entity name), a _________________ (state) Corporation having an office and principal place of business at ____________________________________________ (address) (herein "Owner"), is, by operation of law, the owner of the entire right, title and interest in the copyright for the work identified as ______________________________________________________ (title of work) for which Owner has/has not obtained registration in the United States Copyright Office, Registration No. _______________, (herein “Work(s)”)

              ___________________________ (entity name), a _________________ (state) Corporation having an office and principal place of business at _______________________________________________ (address) (herein "Licensee") desires to acquire a license to the copyright and the above‑identified Registration (if any).

             Grant.  Owner hereby grants to Licensee an irrevocable, __________________________ (worldwide, or other geographic scope), exclusive/non-exclusive license during the Term of this agreement to reproduce, distribute, create derivative works, publicly display and publicly perform (cross out any that do not apply) the Work(s) in conjunction with _______________________________________ (all products, or listed Licensed Products).  Licensee's license is not transferable, except to a successor to Licensee's entire business to which this Agreement relates, without the prior written consent of Owner. 

             Term.  The term of this agreement shall be for ___________________ years.

             Additional Rights for Exclusive Grant.  If this license is exclusive, Owner agrees not to compete with Licensee in the manufacture and sale of Licensed Products bearing the Work(s).  As Owner’s exclusive licensee, Licensee has the right to enforce his rights against third parties through settlement or by instituting a legal action for copyright infringement in his own name.  If Licensee institutes any such legal action, Owner agrees to assist and fully cooperate as necessary, and to join in such an action if required by the court.  All proceeds of such a settlement or legal action shall belong to Licensee, who shall also bear any costs and attorneys fees associated therewith.

             Indemnification.  Licensee agrees to defend, indemnify and hold Owner harmless against any claims, demands, causes of action and judgments arising out of Licensee's manufacture, sale, offering for sale, distribution, promotion and/or advertising of products under this Agreement.

             Payment.  Within thirty (30) days after the entering this agreement, Licensee shall pay to Owner the sum of _____________________________ Dollars.  During the Term, Licensee shall pay to Owner a royalty of __________ percent of the net sales price of all Licensed Product.  Each calendar quarter during the Term for which royalty is owed shall be an accounting period.  Licensee shall within sixty (60) days after the end of each accounting period, report in writing to Owner the total number of Licensed Products sold by Licensee during the accounting period, and the net sales thereof.  Licensee shall send to Owner with each such report a check in payment of the amount of royalty due.  Owner agrees to maintain all information sales provided by Licensee as confidential.

             Cancellation for Cause.  In the event that Licensee fails to make a payment or report hereunder, or commits any other breach of this agreement, then Owner may, at its option, cancel and terminate this License Agreement, by giving Licensee thirty (30) days written notice.  If Licensee shall cure the failure or breach within thirty (30) days after such notice, then said notice shall cease to be operative and this License Agreement in full force and effect.   Cancellation of this License Agreement under this Article shall not prejudice the right of Owner to recover any sum due it at the time such cancellation becomes effective and shall not prejudice any cause of action or claim of Owner accrued or to accrue on account of any breach or default by Licensee. 

             This Agreement will inure to the benefit of, and be binding upon, the parties, their lawful successors and permitted transferees.

             This Agreement shall be governed by the laws of the State of ____________ (state).

             This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof and this Agreement supersedes all prior representations, understandings or agreements, oral or written, between the parties with respect to the subject matter hereof and cannot be modified except in writing signed by both parties.




             _____________________________ (name of Owner)


Signed: ______________________________     Date: __________________________





             _____________________________ (name of Licensee)


Signed: ______________________________     Date: __________________________





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