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Licensing Agreement template

A licensing agreement grants permission to use intellectual property within a defined scope, territory, and term, in exchange for fees or royalties, while ownership stays with the licensor.

A licensing agreement lets one party (the licensee) use intellectual property owned by another (the licensor), such as a trademark, software, artwork, music, or a patent, within agreed limits and usually for a fee or royalty. Ownership stays with the licensor. You need one before anyone uses your IP commercially.

Use this template — sign onlineOpens as a ready-to-send document with signature fields placed.
Replace everything in [BRACKETS], export to PDF, then send it for signature.

1. Parties

This Licensing Agreement (the "Agreement") is made on [DATE] between [LICENSOR NAME], of [LICENSOR ADDRESS] (the "Licensor"), and [LICENSEE NAME], of [LICENSEE ADDRESS] (the "Licensee"), together the "Parties".

2. Licensed Property

The Licensor owns or controls the following intellectual property (the "Licensed Property"): [DESCRIPTION, e.g. trademark NAME, registration number; software NAME, version; artwork TITLE; patent NUMBER].

3. Grant of License

The Licensor grants the Licensee a [NON-EXCLUSIVE / EXCLUSIVE], non-transferable license to use the Licensed Property solely for [PERMITTED USE, e.g. manufacturing and selling the products listed in Exhibit A] (the "Licensed Products") in [TERRITORY] during the Term. The Licensee may not sublicense the Licensed Property without the Licensor's prior written consent. All rights not expressly granted are reserved by the Licensor.

4. Term

This Agreement begins on [START DATE] and continues for [NUMBER] years (the "Term"), and [WILL / WILL NOT] renew automatically for successive [NUMBER]-year periods unless either Party gives [NUMBER] days' written notice of non-renewal.

5. Fees and Royalties

The Licensee will pay the Licensor: (a) an upfront fee of [AMOUNT, or NONE] on signing; and (b) a royalty of [PERCENTAGE]% of Net Sales of Licensed Products, payable [QUARTERLY] within [NUMBER] days after the end of each period, with a minimum annual royalty of [AMOUNT, or NONE]. "Net Sales" means gross amounts invoiced for Licensed Products, less [RETURNS, DISCOUNTS, SALES TAXES, AND SHIPPING CHARGES SHOWN SEPARATELY].

6. Reports and Audit

With each royalty payment, the Licensee will provide a written statement of units sold, gross sales, deductions, and royalties due. The Licensee will keep accurate records for [NUMBER] years. The Licensor may, on [NUMBER] days' notice and not more than once per year, have the records audited. If an audit reveals an underpayment of more than [PERCENTAGE]%, the Licensee will pay the shortfall and the reasonable cost of the audit.

7. Ownership

The Licensor retains all right, title, and interest in the Licensed Property, including all goodwill arising from the Licensee's use of any trademark, which benefits the Licensor. The Licensee will not register, challenge, or claim ownership of the Licensed Property or anything confusingly similar. [Improvements to the Licensed Property made by the Licensee will be owned by [LICENSOR / LICENSEE] and [TERMS].]

8. Quality Control and Approvals

The Licensee will maintain the quality of Licensed Products at least at the standard of [STANDARD OR SAMPLES APPROVED BY THE LICENSOR], will submit samples and marketing materials for the Licensor's approval before first use, and will use the Licensed Property with the notices the Licensor reasonably requires (for example ™, ®, or ©).

9. Warranties and Indemnity

The Licensor warrants that it has the right to grant this license and, to its knowledge, the Licensed Property does not infringe third-party rights. The Licensee warrants that Licensed Products will comply with applicable laws. Each Party will indemnify the other against third-party claims arising from its breach of these warranties, to the extent permitted by law.

10. Termination

Either Party may terminate this Agreement on written notice if the other materially breaches it and does not cure the breach within [NUMBER] days. The Licensor may also terminate if the Licensee fails to pay royalties when due, challenges the Licensor's ownership, or becomes insolvent. On termination or expiry, the Licensee will stop using the Licensed Property, except that it may sell off existing inventory for [NUMBER] days subject to royalties.

11. General Terms

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION]. The Licensee may not assign it without the Licensor's written consent. It is the entire agreement between the Parties about the Licensed Property and may be changed only in writing. The Parties agree that this Agreement may be signed electronically and in counterparts, each of which is an original and all of which together form one agreement.

12. Signatures

LICENSOR: [LICENSOR NAME] Signature: ____________________ Name and title: [SIGNATORY NAME, TITLE] Date: [DATE] LICENSEE: [LICENSEE NAME] Signature: ____________________ Name and title: [SIGNATORY NAME, TITLE] Date: [DATE]

Our take: Our take: a license is defined by its limits, so spell them out: which IP, for which products, in which territory, for how long, and whether it is exclusive. The clause that matters most for owners is the one people skip: the licensor keeps ownership, and improvements or goodwill don't silently transfer. For royalties, define "net sales" and give yourself an audit right; without them, a percentage is just a promise. If you are permitting a single use of a photo or video of a person, a model release is simpler, and creators working with brands may need an influencer agreement. If your IP includes trade secrets, sign an NDA before sharing them.

When should you use a licensing agreement?

  • When a brand lets another company use its trademark or logo on products
  • When licensing software, photos, artwork, music, fonts, or written content
  • When a creator or inventor lets a manufacturer use a design or patent for royalties
  • When you want to allow use of your IP without selling it

How do you fill in this template?

  1. Identify the IP precisely, including registration numbers or versions where they exist.
  2. Define the permitted use, products, territory, term, and whether the license is exclusive.
  3. Set the fee, royalty rate, Net Sales definition, and any minimum royalty.
  4. Keep the ownership and quality-control clauses; adjust the improvements clause to your deal.
  5. Upload the agreement to eSignSimple and send it to both signatories for e-signature.

How do you get it signed online?

  1. Save it as Word or PDF. Paste the filled-in text into Word or Google Docs and keep it as a .docx file, or export it as a PDF. eSignSimple accepts both, plus DOC, ODT and RTF, up to 25 MB; Word files are converted to PDF on upload.
  2. Upload and place the fields. Sign up with Google, upload the file and drag signature, initials, date and text fields onto the page for each signer. Set a signing order if one party must sign first.
  3. Send it for signature. Each signer gets a private link and signs in the browser without creating an account. Automatic email reminders go out every three days (up to three) until everyone has signed.
  4. Keep the signed copy. When the last person signs, everyone can download the final PDF with a certificate of completion, an audit trail and a SHA-256 fingerprint you can verify later.

Signing on your own device only? The guide to signing a PDF covers the free built-in options, and the security page explains how signed files are stored and verified.

This template is general information, not legal advice. Laws differ by country and state; have a lawyer review contracts with high stakes.

Written by Buğra Sözeri, founder and editor, eSignSimple · Last reviewed

Buğra builds eSignSimple and writes and maintains its guides. He researches each legal page against the official texts linked on it and updates pages when the law or the product changes. He is not a lawyer, and nothing here is legal advice. About eSignSimple

Frequently asked questions

Does a licensing agreement transfer ownership?

No. A license is permission to use IP within limits; ownership stays with the licensor. Transferring ownership requires an assignment.

What is the difference between an exclusive and non-exclusive license?

An exclusive license means the licensor won't license the same rights to anyone else in that scope and territory, and sometimes won't use them itself. A non-exclusive license allows the licensor to license others.

How are royalties usually calculated?

Most often as a percentage of net sales, sometimes as a fixed amount per unit, often with a minimum annual payment. Defining net sales clearly avoids disputes.

Can a licensing agreement be signed electronically?

Generally, yes. Licenses are ordinary commercial contracts, and electronic signatures are widely accepted for them. Some IP office recordals have their own formalities.

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