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Letter for Licensing Agreement

This document has important legal consequences. You should seriously consider having it reviewed by an attorney before signing.


This Agreement is made on the <Day> day of <Month>, <Year> between <Name of Licensor>, <of> <Full Address> ("LICENSOR") and <Name of Licensee>, <of> <Full Address> ("LICENSEE").

WHEREAS LICENSOR owns or controls <ownership> to the following ("MATERIAL"):

<Material Description.>

WHEREAS LICENSEE desires to obtain a License to the MATERIAL for the <purpose(s)> of <purpose>.

NOW THEREFORE, in consideration of the terms, conditions and convenants herein and intending to be legally bound, LICENSOR and LICENSEE agree as follows:


LICENSOR hereby grants to LICENSEE the <(non)exclusive> rights as follows:

<Licensee rights.>

These rights are hereinafter referred to as the ("LICENSE").


Subject to prior termination in accordance with other provisions of this Agreement, the term of the LICENSE shall commence as of the date of this Agreement and continue <length of license>.

All rights granted in this Agreement automatically revert back to the LICENSOR upon termination.


At any time during the term of this Agreement, either party may terminate the Agreement by giving the other <notice time> written notice of their intent to terminate the Agreement.

<Optional additional causes for termination.>


LICENSEE agrees to pay LICENSOR a royalty as follows:

<Payment details.>


Unless otherwise stated in this Agreement, LICENSOR retains all copyrights, patents and ownership of the MATERIAL covered by this Agreement. LICENSEE agrees to take all necessary measures to protect said copyrights and patents.

LICENSEE hereby indemnifies and agrees to hold harmless LICENSOR from any claims, suits, loss and damage, excepting those that stem from the MATERIAL itself, arising out of any product that incorporates the MATERIAL.

The provisions of this Agreement shall be severable and if any is held or declared to be illegal, invalid, or unenforceable the remainder of this Agreement disregarding such illegal, invalid or unenforceable portion shall continue in full force as though such void provision had not existed, unless omission of such materially alters the rights and obligations of the parties, in which case this Agreement shall be deemed terminated.

The waiver by either party of any breach of any provision of this Agreement by the other shall not be construed to be either a waiver of that party's rights regarding any succeeding breach of any such provision of a waiver of the provision itself.

This is the entire Agreement between the parties and cancels and supersedes all previous written or oral understanding, agreements, negotiations and any other commitments with respect to the MATERIAL.

All modifications and amendments to this agreement must be in writing signed by both parties.

This Agreement shall be governed and construed under the laws of the State of <State>. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorney's fees.

Nothing in this Agreement shall be construed to make either party the agent of the other for any purpose whatsoever, unless otherwise specified herein.

Except as otherwise provided, this Agreement shall be binding upon and inure to the benefit of the parties' successors and lawful assigns.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed,

For <Name of Licensor>:

______________________________________ Date: _______________

Name: _________________________ Title: ______________________

For <Name of Licensee>:

______________________________________ Date: _______________

Name: _________________________ Title: ______________________

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