Licence agreement template
A licence to use a work, software, content or brand: scope, fees or royalties, ownership and termination. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For a creator, software maker or brand owner letting another business use their work, software, content or brand for a defined purpose, territory and time, with or without a fee, keeping ownership.
What it covers
13 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Licensed material
A blank describing the licensed work, software, content or brand with titles, versions, files or registration numbers. Documentation handed over is included; updates and new versions only if the agreement says so.
2. Grant of licence
Blanks for exclusive or non-exclusive, the permitted purposes and media, and the territory. With an exclusive licence the Licensor does not license others for the same use. Rights not granted stay with the Licensor.
3. Restrictions
No use outside the licensed purposes, media and territory, no changes beyond what the licence allows, no removal of ownership notices or credits, no unlawful or reputation-damaging use, and no reverse engineering of software.
4. Fees and royalties
The fee or royalties come from the price schedule, or a blank for the agreed fee, rate or no fee. Where royalties depend on sales or use, the Licensee reports on a set rhythm, pays with the report and keeps checkable records.
5. Ownership
The licensed material and all rights in it stay the Licensor’s. The Licensee gets only the licence, does not challenge or register the Licensor’s rights or marks, and a blank says who owns permitted modifications.
6. Quality and attribution
The Licensee keeps to the Licensor’s quality standards and guidelines and credits the Licensor as a blank says where customary or requested. For a brand, new uses are approved by the Licensor within a set number of business days.
7. Sublicensing and transfer
No sublicensing or transfer without the Licensor’s consent, except to the group named in a blank, such as affiliates or contractors, who follow the same terms under the Licensee’s responsibility.
8. Protection of the rights
Each side reports infringements and infringement claims without delay. The Licensor decides on action against infringers; under an exclusive licence the Licensee may act itself if the Licensor does nothing within a set number of days.
9. Warranties and liability
The Licensor warrants it holds the rights; otherwise the material comes as it is. Liability is limited to a set period’s fees, except for intent, gross negligence, personal injury and where the law forbids a limit.
10. Term and termination
The licence runs to the end date or a set number of months and renews unless notice is given in time. A serious breach not put right in time, unpaid fees after a reminder, or a challenge to the Licensor’s rights allow termination.
11. Effect of termination
The licence ends and use stops; copies and files are returned or destroyed within a set number of days. A blank decides whether existing stock may be sold off. Works lawfully published before the end may stay.
12. Independent parties
Both sides are independent businesses. No employment, partnership, agency or franchise is created, and neither side acts in the other’s name.
13. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
A price schedule is optional: add one if you want the amounts in a table, or write the agreed amount into the payment clause.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
Licence Agreement
Parties: Licensor · Licensee
1. Licensed material
The Licensor licenses to the Licensee the following material (the “Licensed Material”):
[[Describe the licensed material: the work, software, content or brand, with titles, versions, files or registration numbers]]
The Licensed Material includes the documentation and files the Licensor hands over for it, but not updates, new versions or related material unless this agreement says so.
2. Grant of licence
The Licensor grants the Licensee a [[non-exclusive / exclusive]] licence to use the Licensed Material for [[Permitted purposes and media, e.g. use in the Licensee’s products, print and online marketing]] in [[Territory]] for the term of this agreement.
Where the licence is exclusive, the Licensor will not license the Licensed Material to others for the same purposes, media and territory during the term and [[may / may not]] use it itself for those purposes.
All rights not expressly granted stay with the Licensor.
3. Restrictions
The Licensee does not use the Licensed Material outside the licensed purposes, media and territory, does not modify it except as the licence allows, does not remove or alter notices of ownership, trade marks or attributions, and does not use it in a way that is unlawful or damages the Licensor’s reputation. Where the Licensed Material is software, the Licensee does not reverse-engineer it, except as far as the applicable law allows this without the possibility of exclusion.
4. Fees and royalties
In return for the licence, the Licensee pays the fee or royalties shown in the price schedule of this contract or, if there is none, [[the agreed licence fee, royalty rate or “no fee”]], on the payment terms stated in this contract.
Where royalties depend on sales or use, the Licensee reports the sales or use [[quarterly]] within [[30]] days of the end of each period, pays the royalties with the report, and keeps records that allow the figures to be checked for [[3]] years; the Licensor may have the records checked by an independent accountant once a year on reasonable notice.
5. Ownership
The Licensed Material and all rights in it remain the Licensor’s. The Licensee acquires only the licence this agreement grants and does not challenge or register the Licensor’s rights, trade marks or domain names, or apply for anything confusingly similar. Modifications the Licensee is allowed to make belong to [[the Licensor / the Licensee]], as far as the law allows, subject to the Licensor’s rights in the underlying material.
6. Quality and attribution
The Licensee uses the Licensed Material in a quality that matches the Licensor’s standards and any guidelines the Licensor provides, and credits the Licensor as [[Attribution wording, e.g. “© Licensor name” or “Photo: name”]] where attribution is customary or the Licensor asks for it.
Where the Licensed Material is a brand, the Licensee submits new uses to the Licensor for approval before publication; the Licensor decides within [[10]] business days and does not withhold approval without good reason.
7. Sublicensing and transfer
The Licensee may not sublicense the Licensed Material or transfer this agreement without the Licensor’s consent in writing or in electronic form, except to [[none / its affiliates / its own contractors who work on the licensed use]], who are bound by the same terms and for whom the Licensee remains responsible.
8. Protection of the rights
Each party tells the other without delay if it learns of an infringement of the Licensed Material or of a claim that the Licensed Material infringes someone else’s rights. The Licensor decides whether and how to act against infringers; the Licensee assists on reasonable request and at the Licensor’s cost and, where the licence is exclusive, may act itself if the Licensor has not acted within [[60]] days of being notified.
9. Warranties and liability
The Licensor warrants that it holds the rights needed to grant this licence and that, to its knowledge, the use of the Licensed Material as licensed does not infringe third-party rights. The Licensed Material is otherwise licensed as it is; the Licensor does not warrant that it fits the Licensee’s purposes or, for software, that it is free of all errors.
Except for intent, gross negligence, personal injury, breach of the warranty on rights or where the law does not allow a limitation, each party’s total liability under this agreement is limited to the fees paid or payable under it in the [[12]] months before the claim.
10. Term and termination
This agreement starts on the effective date and runs until the end date or, if none is stated, for [[12]] months, renewing for the same period unless either party gives notice at least [[3]] months before the end of a period.
Either party may terminate it by notice in writing or in electronic form if the other party seriously breaches it and does not remedy the breach within [[30]] days of being asked to. The Licensor may also terminate if the Licensee fails to pay fees or royalties within [[30]] days of a reminder, or challenges the Licensor’s rights.
11. Effect of termination
When the agreement ends, the licence ends and the Licensee stops using the Licensed Material. Within [[30]] days it returns or destroys the copies and files it holds and confirms this on request.
[[The Licensee may sell off stock already produced for 90 days after the end of the agreement / No sell-off period]]
Copies that already form part of works published or distributed lawfully before the end may remain as they are, unless the agreement ended because of the Licensee’s breach. Fees already paid are not refunded; royalties accrued remain payable.
12. Independent parties
The parties are independent businesses. This agreement does not create an employment, partnership, agency or franchise relationship, and neither party may act in the other party’s name.
13. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Payment terms
[[When and how the licence fee or royalties are paid, if any, e.g. a fixed fee within 14 days of signature, or royalties quarterly with each report]]
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
Choose the template
Press the button to use this template. If you are not signed in, you first sign in or sign up for free and then come straight back to it.
Start a draft
The new-contract page opens with this template marked. Press its card to create a draft. Your company details fill in Party A, and you fill in the blanks, the other party and, where the template has one, the price schedule.
Send it for signature
You sign first, then send each signer a secure link and, by another route, an access code. Signers need no account.
Next steps
Your client opens the link on any device and needs no account. See what the signing looks like on the E-Contracts page, and read which kind of electronic signature is enough for which document.
Already signed? Make the invoice from the signed contract: the parties and the price lines carry over, in full or for a deposit. The guide on turning a quotation into an invoice shows how to review the new draft, its dates and the PDF.
What it is, and what it is not
QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.
It is not a qualified or advanced electronic signature, and QuoteBill does not verify who the signers are. It records the use of the link and access code you delivered, so anyone who has both can sign. The signature certificate lists every link issued and, for each action by the sender or a signer, its IP address and browser where they could be read.
Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
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