This is a standard agreement whereby a company allows a third party to use certain
licensed materials for a specific term in return for a fixed fee. The third party must
provide the purpose and reason they will be using the licensed materials. In addition,
the contracting parties can elect whether this agreement will be valid perpetually or for a
fixed amount of time. This agreement can be used by small businesses or other entities
that want to grant or obtain a license to use certain licensed materials.
STANDARD LICENSE AGREEMENT
This Standard License Agreement (hereinafter the “Agreement”) is made and entered into this
__________ day of __________, _____, by and between _______________________________
(hereinafter “Licensor”) and __________________________________ (hereinafter “Licensee”).
In consideration of the mutual promises contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
I. CONTENT OF LICENSED MATERIALS; GRANT OF LICENSE
a. The materials that are the subject of the Agreement shall consist of
_________________________________________________________________ (hereinafter
the “Licensed Materials”).
b. Licensee and its Authorized Users acknowledge that the ownership, rights, copyright, and
title to the Licensed Materials and any trademarks or service marks relating thereto remain
with Licensor. Neither Licensee nor its Authorized Users shall have right, title, or interest in
the Licensed Materials except as expressly set forth in the Agreement.
c. Subject to the terms and conditions set forth in the Agreement, Licensor hereby grants to
Licensee non-exclusive, non-transferable, non-sub licensable License to use the Licensed
Materials and to provide the Licensed Materials to Authorized Users in accordance with the
Agreement.
d. The Licensee agrees that it shall only be permitted to use the Licensed Materials in the course
of its business and for the following purpose: _________________________________________
(hereinafter the “Purpose”)
II. TERM
Licensor hereby grants to Licensee a nonexclusive, royalty-free, perpetual license to use any
Licensed Materials accessible under the Agreement.
OR
The Agreement shall continue in effect for a period of __________ [AMOUNT IN WORDS]
(___ [AMOUNT IN NUMERALS])______ year(s), commencing on the effective date of the
Agreement. The Agreement shall be renewable at the end of the current term for a successive
______-year term unless either party gives written notice of its intention not to renew at least
thirty (30) days before the expiration of the current term.
III. PAYMENT
a. in consideration of the License grant, Licensee agrees to pay Licensor the one-time fee of
__________ [AMOUNT IN WORDS] dollars ($_________ [AMOUNT IN NUMERALS]).
Or
In consideration of the License grant, Licensee agrees to pay Licensor a monthly fee of
__________ [AMOUNT IN WORDS] dollars ($_________ [AMOUNT IN NUMERALS]).
b. Licensee agrees to pay Licensor an annual maintenance fee due one (1) calendar year from the
date of the original purchase of the Licensed Materials. Licensor will notify Licensee of this fee
sixty (60) days before payment is due. By accepting this payment, Licensor guarantees delivery
of all updates in content and functionality at no further charge to Licensee.
c. The fee is due and payable by Licensee thirty (30) days after the date of invoice from
Licensor. In the event that payment is not made within thirty (30) days of the due date, interest
will be charged at the rate of __________ [AMOUNT IN WORDS] percent (__% [AMOUNT
IN NUMERALS] per month or the maximum rate permitted by law, whichever is less.
d. If any payment properly due is delayed beyond sixty (60) days, Licensor may suspend the
license granted herein until such payment is made.
e. Licensee shall be responsible for any and all taxes and assessments that arise from the
Agreement and related transactions (except for taxes based upon Licensor’s net income).
IV. DELIVERY/ACCESS OF LICENSED MATERIALS TO
LICENSEE
Licensor will provide the Licensed Materials to the Licensee in the following manner:
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a. Network Access: The Licensed Materials will be stored at one or more of Licensor’s
locations in digital form accessible by telecommunications links between such locations and
authorized locations of Licensee.
b. Physical Media: Copies of the Licensed Materials will be provided to the Licensee on
physical media (e.g., Digital Video Disk, CD-ROM, digital tape, etc.) for use on Licensee’s
network and workstations.
c. File Transfer: Copies of the Licensed Materials will be provided to the Licensee through
electronic transfer (by means of File Transfer Protocol or other