This License Agreement (“Agreement”) is made and entered into on [Date] (“Effective Date”) by and between:
- Licensor: [Licensor’s Name], with an address at [Licensor’s Address].
- Licensee: [Licensee’s Name], with an address at [Licensee’s Address].
1. Definitions
1.1 “Licensed Content” refers to the following digital content provided by the Licensor: [Describe the content, e.g., images, research data, software, etc.].
1.2 “Territory” refers to the geographical area where the Licensed Content may be used, which is limited to [Specify Territory, e.g., worldwide, specific countries].
1.3 “Permitted Use” refers to the specific ways the Licensee is allowed to use the Licensed Content, including [Specify use, e.g., publishing in scientific journals, educational purposes, etc.].
2. Grant of License
2.1 License Type: The Licensor hereby grants the Licensee a [Type of License: Exclusive/Non-Exclusive/Sublicensable] license to use the Licensed Content as specified in this Agreement.
2.2 Scope of Use: The Licensed Content may be used by the Licensee for the following purposes: [List specific uses, e.g., publication, research, educational materials].
2.3 Restrictions: The Licensee shall not [List any restrictions, e.g., modify the content, distribute to third parties, use for commercial purposes, etc.].
3. Compensation
3.1 License Fee: The Licensee agrees to pay the Licensor a license fee of [Amount] for the use of the Licensed Content.
3.2 Royalty Payments: In addition to the license fee, the Licensee shall pay the Licensor royalties of [Percentage] of any revenue generated from the Licensed Content.
4. Intellectual Property Rights
4.1 Ownership: The Licensor retains all rights, title, and interest in and to the Licensed Content, including any intellectual property rights.
4.2 No Transfer of Ownership: This Agreement does not transfer any ownership rights in the Licensed Content to the Licensee.
5. Term and Termination
5.1 Term: This Agreement shall commence on the Effective Date and continue for a period of [Term Length, e.g., one year], unless terminated earlier as provided herein.
5.2 Termination for Breach: Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to cure such breach within [Number of Days] days of receiving notice.
5.3 Effect of Termination: Upon termination of this Agreement, the Licensee shall cease all use of the Licensed Content and destroy any copies in their possession.
6. Warranties and Representations
6.1 Licensor’s Warranties: The Licensor warrants that they have the right to grant the license and that the Licensed Content does not infringe upon any third-party rights.
6.2 Licensee’s Warranties: The Licensee warrants that they will use the Licensed Content in accordance with this Agreement and in compliance with all applicable laws.
7. Limitation of Liability
7.1 No Liability for Indirect Damages: In no event shall either party be liable for any indirect, incidental, or consequential damages arising out of this Agreement.
8. Governing Law
8.1 Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [Specify Jurisdiction, e.g., the State of California].
9. Miscellaneous
9.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral.
9.2 Amendments: This Agreement may only be amended in writing signed by both parties.
9.3 Assignment: Neither party may assign their rights or obligations under this Agreement without the prior written consent of the other party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Licensor:
[Licensor’s Name]
[Signature]
[Date]
Licensee:
[Licensee’s Name]
[Signature]
[Date]
