A neutral-form agreement under which a Licensor grants a Licensee the right to use copyright works (without transferring ownership) for commercial production, governed by the law of England & Wales and the Copyright, Designs and Patents Act 1988.
How to use this template - Replace every
[SQUARE-BRACKET]field before use, and describe the works and permitted uses precisely. - A licence differs from an assignment: ownership stays with the Licensor; the Licensee gets permission on the agreed terms. - Decide the key variables in clause 2: exclusive or non-exclusive, territory, term, media/uses, and any sub-licensing. An exclusive licence must be in writing and signed by the Licensor (CDPA 1988, s 92). - Have a solicitor review before use.
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THIS LICENCE is made on [DATE]
BETWEEN (1) [LICENSOR NAME] of [ADDRESS] (the "Licensor"); and (2) [LICENSEE NAME] of [ADDRESS] (the "Licensee").
Agreed terms
1. Definitions. "Works" means the copyright works described in Schedule 1. The Licensor owns or controls the copyright in the Works.
2. Licence grant. The Licensor grants the Licensee a [non-exclusive / exclusive] licence to use the Works for [DESCRIBE PERMITTED USE, e.g. reproduction in [PRODUCT] / commercial production and distribution] in [TERRITORY] for the Term, in the following media: [MEDIA]. The Licensee [may / may not] sub-licence.
3. Term. The Term runs from [START DATE] [for [PERIOD] / until terminated under clause 7].
4. Royalties / fees. The Licensee will pay the Licensor [a one-off fee of £[AMOUNT] / royalties of [NUMBER]% of [net sales/revenue]], payable [FREQUENCY], with [statements / audit rights] as set out in Schedule 2.
5. Quality and approvals. The Licensee will use the Works to a standard consistent with the Licensor's reputation, and will [where applicable] submit samples for the Licensor's prior approval (not to be unreasonably withheld).
6. Ownership and credit. Ownership of the copyright remains with the Licensor. The Licensee will include any credit / copyright notice specified in Schedule 1 and will not alter the Works except as permitted.
7. Warranties and termination. The Licensor warrants it has the right to grant this licence. Either party may terminate for material breach not remedied within [NUMBER] days, or on the other's insolvency. On termination, the Licensee will stop using the Works [subject to any agreed sell-off period].
8. Governing law and jurisdiction. This Agreement is governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed by [LICENSOR NAME]: __________________ Date: [DATE]
Signed by [LICENSEE NAME]: __________________ Date: [DATE]
Schedule 1 (The Works and required credit · Schedule 2) Royalties and reporting
--- This template is a starting point and not legal advice. Have a qualified solicitor review and adapt it before use. Governing law: England & Wales.