Licensing Agreement Template
A structured licensing agreement template for IP, software, content, and technology. Covers grant of rights, royalties, usage restrictions, quality control, and termination — everything needed for a clear licensing deal.
Grant of License
Define what rights are granted and under what conditions
This Licensing Agreement is entered into as of [Date] between [Licensor Full Legal Name] ("Licensor") and [Licensee Full Legal Name] ("Licensee").
Licensed Property: [Describe the IP: software, trademark, patent, content, etc.]
License Type: [Exclusive / Non-exclusive / Sole]
Territory: [Worldwide / Specific regions or countries]
Field of Use: [Specific industry, product category, or application]
Duration: [X years / Perpetual / Tied to contract term]
Financial Terms & Royalties
Compensation structure, payment schedules, and audit rights
Upfront Fee: $[Amount] due upon execution of this Agreement.
Royalty Rate: [X%] of [net revenue / gross revenue / per unit sold], payable [monthly / quarterly].
Minimum Guarantee: Licensee shall pay no less than $[Amount] per [year / quarter] regardless of actual sales.
Audit Rights: Licensor may audit Licensee's records once per calendar year with [30] days' notice. If an audit reveals underpayment exceeding [5%], Licensee shall bear the cost of the audit.
Restrictions & Termination
Usage limits, quality control, and how the agreement ends
Restrictions: Licensee shall not sublicense, modify, reverse engineer, or use the Licensed Property outside the defined scope without prior written consent.
Quality Control: Licensee shall maintain quality standards as specified by Licensor. All materials bearing the Licensed Property shall be submitted for approval [before first use / annually].
Termination: Either party may terminate with [60/90] days' written notice. Licensor may terminate immediately for material breach, including failure to pay royalties or unauthorized use.
Licensor: [Signature, Name, Title, Date]
Licensee: [Signature, Name, Title, Date]
How to Use This Template
Define the scope precisely
Clearly describe what is being licensed, in what territory, for what purpose, and for how long. Vague scope leads to disputes and unauthorized use.
Choose the right royalty model
Match your royalty structure to the business model. Revenue share works for ongoing products. Per-unit fees work for physical goods. Lump-sum works for one-time use.
Include quality control rights
If your brand reputation depends on how the licensee uses your IP, require approval of all materials. This is especially critical for trademark licensing.
Plan for termination
Define what happens when the license ends: destroy materials, stop sales, wind-down period for inventory, and final royalty payment deadlines.
Customize in Dewx
Inside Dewx, tell Dew: "Draft a licensing agreement for [type of IP] with [royalty model]." Dew generates a complete agreement tailored to your licensing structure. Track royalty payments, monitor compliance, and get alerts before renewals expire — all from the OPS Hub.
Related Templates
Frequently Asked Questions
What is a licensing agreement?
A licensing agreement is a legal contract where the IP owner (licensor) grants another party (licensee) permission to use their intellectual property under specified terms. It covers what can be used, how it can be used, where, for how long, and at what cost. Unlike an assignment, the licensor retains ownership of the IP.
What is the difference between exclusive and non-exclusive licenses?
An exclusive license means only the licensee can use the IP in the defined scope, and even the licensor cannot grant that same right to others. A non-exclusive license allows the licensor to grant the same rights to multiple parties. Exclusive licenses command higher fees. Sole licenses give rights to one licensee but the licensor can also use the IP.
How are royalties typically structured?
Common royalty structures include percentage of revenue (5-15% is typical for most industries), per-unit fees (a fixed amount per item sold), minimum guarantees (a base payment regardless of sales), and lump-sum payments. The right structure depends on the type of IP, the market, and the parties negotiating power.
How does Dewx help manage licensing agreements?
Dewx OPS Hub tracks all your licensing agreements in one place. Dew drafts agreements tailored to your licensing model, monitors royalty payments, sends renewal reminders, and flags compliance issues. Generate revenue reports from your licensed IP and keep all documents organized and searchable.
Licensing, Managed
Simple, Transparent Pricing
Starting at $29/mo for solopreneurs. $79/mo for teams. All features included.
View pricingLicense Your IP With Confidence
Dew drafts agreements, tracks royalties, and monitors compliance — so you earn from your IP without the admin overhead.
Try Dewx FreeStop Leaving Money on the Table With Your IP
Dewx helps you draft licensing agreements, track royalties, and manage compliance. Monetize your intellectual property with clear terms and automated tracking.