Intellectual Property Contract Template

Parties. This Intellectual Property Agreement ("Agreement") is entered into on  (the “Effective Date”) by and between the Licensee, legal name  ("Licensee") and the Licensor, legal name/company  ("Licensor") (collectively, the “Parties”).

1. Term of Agreement:

The license begins on Start Date:  and ends on End Date: , unless earlier terminated under Section 12. Any renewal or extension must be in a signed writing.

2. Grant of License & Scope

Subject to the terms herein, Licensor grants to Licensee (select one)  a non-exclusive license;

 an exclusive license;  a sole license to use the following intellectual property (the “Licensed IP”).

Description of Licensed IP (patents, copyrights, trademarks, trade secrets, software, data, designs, etc.):



.

• Territory: ; Field of Use/Channels: .
• Permitted media and formats: .
• Excluded IP or Excluded Uses: .
• Limitations on Use: .

Licensee shall not use the Licensed IP beyond the Scope, nor remove proprietary notices.

Sublicensing:  not permitted  permitted only with Licensor’s prior written consent  permitted to affiliates/sub-distributors subject to this Agreement.

3. Acknowledgement of Ownership; Non-Challenge

Licensor is and remains the sole owner of all right, title, and interest in and to the Licensed IP and any associated goodwill. Licensee acquires no ownership by virtue of this Agreement. Licensee agrees not to contest the validity, enforceability, or Licensor’s ownership of the Licensed IP, and not to register or use confusingly similar marks, names, domains, or works. Licensee agrees not to challenge or dispute the Licensor’s ownership rights at any time during or after the term of this Agreement.

4. Royalty; Payment; Reports

The Licensee agrees to pay the Licensor royalties according to the following:

• Royalty Structure (e.g., % of Net Sales, per-unit fee, or lump sum): .
• Royalty calculation base and exclusions (e.g., Net Sales less returns, discounts, taxes, shipping): .
• Minimum guarantee (if any): $.
• Payment schedule: .
• Accepted payment method(s): .

Reports. Licensee will deliver royalty statements with sufficient transaction detail within  days after (month/quarter)  end and keep accurate books for  years. Licensor may audit upon reasonable notice; underpayments greater than % require reimbursement of audit costs.

5) Quotas/Performance (if applicable)

Licensee agrees to the following performance metrics (e.g., minimum sales, distribution, milestones): . Failure to meet material metrics after  days to cure may constitute grounds for termination or conversion to non-exclusive.

6) Quality Assurance; Protection of Rights

Licensee will maintain quality consistent with Licensor standards and applicable laws. Pre-release samples or reasonable brand approvals:  not required  required as follows:  . Licensee agrees not to take any actions that could harm the Licensor’s reputation or intellectual property rights. Licensee will promptly notify Licensor of suspected infringement, counterfeiting, or misuse and cooperate, at Licensor’s expense, in protection/enforcement efforts.

7) Improvements; Derivatives; Feedback

Any improvements, modifications, localizations, or derivative works to the Licensed IP conceived or reduced to practice by Licensee related to the Licensed IP (“Improvements”) shall be owned by Licensor; Licensee hereby assigns all right, title, and interest in Improvements to Licensor and will execute confirmatory instruments. Licensor grants Licensee a non-exclusive, royalty-free license to use Improvements during the Term within the Scope. Non-confidential feedback may be used by Licensor without restriction.

8) Confidentiality and Nondisclosure

“Confidential Information” means non-public information disclosed by either Party, including technical, commercial, pricing, customer, or roadmap information. The receiving Party will (a) use it solely to perform this Agreement, (b) protect it with reasonable care, and (c) not disclose it to third parties except to personnel under similar obligations. Exclusions apply to information that is public without breach, independently developed, or lawfully obtained. Confidentiality survives  years after termination (trade secrets indefinitely).

9) Representations & Warranties; Disclaimers

Licensor represents that it has the right to grant the license and, to Licensor’s knowledge, the Licensed IP does not infringe any third-party rights in the Territory and Field of Use. Licensee represents it will comply with laws and will not misuse the Licensed IP. EXCEPT AS EXPRESSLY STATED, THE LICENSED IP IS PROVIDED “AS IS,” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10) Expenses; Insurance (if applicable)

Each Party bears its own costs unless otherwise stated. If required: Licensee insurance  not required  required—coverage and limits: ; certificates naming Licensor as additional insured provided within  days of the Effective Date.

11) Amendments; Notices

This Agreement may be modified only by a signed writing by both Parties. Notices will be sent to the Party addresses above (or updated in writing) by courier or email with confirmation.

12) Termination

Either Party may terminate for convenience on  days’ written notice (if permitted), or for cause for any material breach not cured within  days after written notice. Licensor may terminate immediately if Licensee challenges ownership/validity, commits willful IP misuse, or fails to pay royalties after  days delinquency.

Effect of termination/expiration: All rights revert to Licensor; Licensee will cease use, distribution, and marketing of the Licensed IP, and destroy or return Confidential Information. A sell-off period of  days for existing finished goods may be granted in Licensor’s discretion, subject to royalty payment and compliance.

13) Clawback / Chargebacks (Royalties)

If royalties were paid on transactions later returned, credited, uncollectible after  days, or rescinded, Licensor may offset or invoice the corresponding overpayment; Licensee will remit within  days of notice.

14) Dispute Resolution; Remedies; Governing Law

The Parties will first attempt good-faith negotiation, then mediation in , and, if unresolved, binding arbitration administered by  seated in . Governing law:  (conflicts rules excluded). Either Party may seek temporary or permanent injunctive relief for actual or threatened misuse of the Licensed IP or Confidential Information, in addition to any other remedies. LIMITATION OF LIABILITY: Neither Party is liable for indirect or consequential damages; Licensor’s aggregate liability is limited to royalties actually paid in the  months preceding the claim.

15) Miscellaneous

Assignment by Licensee requires Licensor’s prior written consent (not to be unreasonably withheld); Licensor may assign to an affiliate or successor. If any provision is unenforceable, it shall be limited to the minimum extent necessary and the remainder shall continue in effect. The Parties are independent contractors. This Agreement (including any schedules) is the entire agreement on its subject and supersedes prior proposals and discussions. Counterparts and electronic signatures are valid.