Commercial use clause: Copy, customize, and use instantly
Introduction
A commercial use clause defines the rights and limitations associated with using licensed materials for commercial purposes. It specifies how the materials may be used in revenue-generating activities, marketing, or distribution and helps prevent misuse or unauthorized commercial exploitation.
Below are templates for commercial use clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard commercial use clause
This version grants commercial use rights.
The [Customer] is granted the right to use the licensed materials for commercial purposes, including but not limited to distribution, resale, and incorporation into products or services, subject to the terms of this Agreement.
Commercial use clause with revenue-sharing requirement
This version ties use to revenue-sharing.
The [Customer] may use the licensed materials for commercial purposes, but shall pay the [Provider] [X]% of the revenue generated from any product or service that incorporates the licensed materials.
Commercial use clause with restricted commercial use
This version limits commercial use.
The [Customer] is granted a limited commercial use license to incorporate the licensed materials into products or services, but may not sublicense, resell, or distribute the materials outside the scope of this Agreement without prior written consent.
Commercial use clause with exclusion of direct profit generation
This version prohibits direct monetization.
The [Customer] may use the licensed materials for internal commercial purposes but may not directly profit from the sale or resale of the licensed materials without explicit written permission from the [Provider].
Commercial use clause with limited geographic scope
This version restricts usage by region.
The [Customer] may use the licensed materials for commercial purposes solely within [Region] and may not distribute or use the materials outside of this geographic area without prior written consent.
Commercial use clause with no sublicensing provision
This version excludes sublicensing.
The [Customer] may use the licensed materials for commercial purposes but shall not sublicense, sell, or distribute the materials to third parties without the express written consent of the [Provider].
Commercial use clause with exclusivity requirement
This version grants exclusive use.
The [Customer] is granted an exclusive right to use the licensed materials for commercial purposes in the [specified market], and the [Provider] agrees not to grant similar rights to other entities within the same market.
Commercial use clause with product incorporation limitation
This version limits use in products.
The [Customer] may incorporate the licensed materials into its products for commercial purposes, but may not use them as part of a stand-alone product for resale without additional licensing.
Commercial use clause with branding restrictions
This version limits branding rights.
The [Customer] may use the licensed materials commercially but shall not modify or rebrand the materials in a way that misrepresents the [Provider] or its intellectual property.
Commercial use clause with performance metrics requirement
This version ties use to performance targets.
The [Customer] is authorized to use the licensed materials commercially, provided that it meets performance metrics outlined in [Schedule X], including sales thresholds or market penetration goals.
Commercial use clause with usage fee per unit
This version charges based on usage.
The [Customer] shall pay the [Provider] a usage fee of [$X] per unit sold that incorporates the licensed materials for commercial purposes, as specified in [Schedule Y].
Commercial use clause with time-limited use for commercialization
This version limits the duration of commercial use.
The [Customer] is granted the right to use the licensed materials for commercial purposes for a period of [X years], after which such commercial use shall be subject to renegotiation.
Commercial use clause with conditional commercial use
This version introduces conditions for commercial use.
The [Customer] may only use the licensed materials for commercial purposes if it obtains prior approval from the [Provider] for each use case and adheres to the specified usage guidelines.
Commercial use clause with third-party distribution restrictions
This version governs distribution.
The [Customer] may use the licensed materials commercially but may not distribute or sublicense them to third parties without the [Provider]’s written consent.
Commercial use clause with marketing rights
This version grants permission to use for marketing.
The [Customer] is granted the right to use the licensed materials for marketing and promotional purposes related to its commercial products or services, provided such use complies with the [Provider]’s brand guidelines.
Commercial use clause with no modification allowed
This version prohibits alterations for commercial purposes.
The [Customer] may use the licensed materials for commercial purposes but shall not modify, adapt, or create derivative works based on the materials without the [Provider]’s written consent.
Commercial use clause with royalties based on sales volume
This version ties royalties to sales.
The [Customer] shall pay royalties to the [Provider] based on the gross sales of any product incorporating the licensed materials, calculated at a rate of [X]% for each unit sold.
Commercial use clause with specific customer use restrictions
This version limits who can use the product.
The [Customer] may use the licensed materials for commercial purposes only for customers within the [specific industry] and may not provide the materials to competitors in the same market without prior approval from the [Provider].
Commercial use clause with attribution requirement
This version mandates credit.
The [Customer] shall provide proper attribution to the [Provider] when using the licensed materials commercially, including the inclusion of appropriate copyright notices or credits in promotional materials.
Commercial use clause with prohibition on resale
This version prohibits resale activities.
The [Customer] may not resell the licensed materials directly or indirectly, except as incorporated into its products or services, unless specifically allowed by a separate written agreement.
Commercial use clause with geographic market exclusivity
This version offers market exclusivity.
The [Customer] is granted the exclusive right to use the licensed materials for commercial purposes in the [specific geographic market], and the [Provider] agrees not to grant similar rights in that region to any other party.
Commercial use clause with limitations on commercial use of data
This version limits use of collected data.
The [Customer] may use the licensed materials commercially but may not use any data generated by the materials for commercial resale or marketing without explicit written consent from the [Provider].
Commercial use clause with sublicensing to affiliated entities only
This version allows only internal sublicensing.
The [Customer] may sublicense the licensed materials to its affiliates for internal commercial purposes only and may not sublicense to third parties without prior approval from the [Provider].
Commercial use clause with term-based renewal for commercial use rights
This version requires renewal for ongoing commercial use.
The commercial use rights granted to the [Customer] shall be renewable annually, with terms subject to review and renegotiation at the end of each term.
Commercial use clause with cap on total revenue from commercial use
This version limits revenue potential.
The [Customer] may generate up to [$X] in revenue from commercial use of the licensed materials; any additional revenue will require a new license agreement with modified terms.
Commercial use clause with provider right to inspect commercial products
This version allows oversight on products.
The [Provider] may, at its discretion, inspect the [Customer]’s commercial products or services that incorporate the licensed materials to ensure compliance with the terms of this Agreement.
Commercial use clause with confidentiality obligation for commercial use
This version enforces secrecy in commercial contexts.
The [Customer] shall ensure that all sublicensees and customers using the licensed materials for commercial purposes sign a confidentiality agreement protecting the proprietary aspects of the materials.
Commercial use clause with right to withdraw commercial use license
This version allows revocation.
The [Provider] reserves the right to withdraw the commercial use license if the [Customer] fails to meet specified usage or payment obligations as set forth in this Agreement.
Commercial use clause with fee for additional commercial rights
This version charges for additional permissions.
The [Customer] may use the licensed materials for commercial purposes within the specified limits of this Agreement. Any expanded use, including additional markets or higher volume, will require an additional fee.
Commercial use clause with use reporting obligation
This version requires activity reporting.
The [Customer] shall report quarterly on its use of the licensed materials for commercial purposes, including the number of units sold and revenue generated.
Commercial use clause with no sublicensing for public display
This version limits public use.
The [Customer] may not sublicense or use the licensed materials for public display or broadcast without obtaining specific permission from the [Provider].
Commercial use clause with prohibition on export for resale
This version governs international sales.
The [Customer] may not export the licensed materials for resale or distribution outside the [permitted region] without the express written consent of the [Provider].
Commercial use clause with restriction on competitive products
This version blocks use in competitive scenarios.
The [Customer] shall not use the licensed materials for commercial purposes related to products or services that directly compete with the [Provider]’s offerings.
Commercial use clause with commercial-only access
This version restricts usage type.
The [Customer] is granted access to the licensed materials solely for commercial purposes and shall not use the materials for any non-commercial or personal activities.
Commercial use clause with limited sublicensing to distribution channels
This version restricts sublicensing opportunities.
The [Customer] may only sublicense the licensed materials to its approved distribution channels for resale or promotional purposes, as outlined in [Schedule Z].
Commercial use clause with data use restrictions
This version limits data exploitation.
The [Customer] may use data generated by the licensed materials for internal purposes but may not sell, lease, or otherwise commercialize such data without prior written consent.
Commercial use clause with additional licensing for subcomponents
This version requires extended permissions.
If the [Customer] wishes to commercialize subcomponents or modules derived from the licensed materials, they must obtain an additional license for those specific components.
Commercial use clause with pre-commercial testing rights
This version governs pre-launch use.
The [Customer] may use the licensed materials for commercial testing purposes, provided that no revenue is generated until the formal launch of the product or service.
Commercial use clause with license for profit-driven sublicensing
This version permits sublicensing for profit.
The [Customer] may grant sublicenses for profit-driven commercial purposes, subject to the terms of this Agreement and any associated fees.
Commercial use clause with termination for non-commercial use
This version terminates the license for misuse.
If the [Customer] uses the licensed materials for non-commercial purposes, the [Provider] reserves the right to terminate the commercial use rights immediately.
Commercial use clause with product modification limitation
This version restricts product changes.
The [Customer] may use the licensed materials for commercial purposes but shall not modify or alter the materials in a manner that could affect their integrity or quality without prior approval from the [Provider].
Commercial use clause with market exclusivity grant
This version provides exclusivity in a specific market.
The [Customer] is granted exclusive rights to use the licensed materials for commercial purposes in the [specified market] for a period of [X years], after which the exclusivity shall be subject to renewal.
Commercial use clause with payment terms for revenue generation
This version links payments to revenue.
The [Customer] agrees to pay the [Provider] a percentage of revenue derived from commercial sales of products incorporating the licensed materials, at a rate of [X]% per unit sold.
Commercial use clause with pre-approval for sublicensing
This version requires provider approval for sublicensing.
The [Customer] may grant sublicenses for commercial use, but only after obtaining prior written approval from the [Provider], which may be withheld at the [Provider]’s sole discretion.
Commercial use clause with usage cap on high-volume sales
This version limits high-volume sales.
The [Customer] may use the licensed materials commercially but shall not exceed a sales volume of [X units] per year without renegotiating the terms of this Agreement.
Commercial use clause with marketing and advertising rights
This version grants rights to use for promotion.
The [Customer] is granted the right to use the licensed materials for marketing, advertising, and promotional purposes, provided that all such use complies with the [Provider]’s brand guidelines.
Commercial use clause with no transfer of ownership
This version ensures the provider retains ownership.
The [Customer] may use the licensed materials for commercial purposes, but all rights to the licensed materials, including ownership, remain with the [Provider].
Commercial use clause with time-bound commercial rights
This version limits the duration of commercial use.
The commercial use rights granted under this Agreement shall last for a period of [X months/years], after which the [Customer] shall cease using the materials for commercial purposes unless a renewal agreement is executed.
Commercial use clause with right to terminate for breach of commercial use terms
This version protects the provider’s interests.
If the [Customer] breaches any commercial use terms, the [Provider] may terminate the license for commercial use immediately upon written notice to the [Customer].
Commercial use clause with joint commercialization rights
This version allows both parties to commercialize.
Both parties may jointly commercialize the licensed materials, subject to the terms and conditions of this Agreement, including the sharing of revenues derived from such commercialization.
Commercial use clause with prohibition on use in illegal activities
This version limits illegal use.
The [Customer] shall not use the licensed materials for any illegal activity, including but not limited to infringing intellectual property rights, and agrees to cease such activities immediately upon notice from the [Provider].
Commercial use clause with territory-specific rights
This version governs geographic limits.
The [Customer] is granted commercial use rights for the licensed materials only within the territory of [Country/Region] and may not extend the rights to any other jurisdictions without written consent.
Commercial use clause with sub-licensing permission for specific third parties
This version allows sublicensing under strict conditions.
The [Customer] may grant sublicenses to specific third parties named in [Schedule X], subject to the same commercial use restrictions and obligations outlined in this Agreement.
Commercial use clause with product line restriction
This version restricts the types of products.
The [Customer] may only use the licensed materials in the development, marketing, and sale of [specific product line or category] and shall not use them for other products without prior written consent.
Commercial use clause with approval for commercialization of derivative works
This version controls derivatives.
The [Customer] may commercialize derivative works based on the licensed materials only with prior written approval from the [Provider] and must share any revenue derived from such works.
Commercial use clause with quality control requirements for sublicensing
This version governs product quality.
All sublicenses granted by the [Customer] must ensure that the sublicensees maintain the same level of quality and standards as required under this Agreement.
Commercial use clause with reporting obligation for commercial usage
This version mandates reporting.
The [Customer] shall submit a quarterly report detailing its commercial use of the licensed materials, including sales figures, marketing activities, and any sublicenses granted.
Commercial use clause with exclusivity for a defined period
This version grants temporary exclusivity.
The [Customer] is granted exclusive commercial rights to use the licensed materials for a period of [X months/years], after which the exclusivity shall terminate and the [Provider] may grant similar rights to other parties.
Commercial use clause with sublicense fee sharing
This version shares revenue from sublicensing.
The [Customer] shall pay the [Provider] [X]% of any sublicensing fees received from sublicensees who use the licensed materials for commercial purposes.
Commercial use clause with specific approval for commercial product sales
This version governs sales channels.
The [Customer] may sell commercial products incorporating the licensed materials, but must obtain prior approval from the [Provider] for each sales channel used.
Commercial use clause with sublicensing for specific industries only
This version restricts sublicensing by industry.
The [Customer] may only sublicense the licensed materials for commercial use within the [specific industry] and may not grant sublicenses in any other sector without prior written consent from the [Provider].
Commercial use clause with revenue sharing for commercial use
This version sets terms for sharing profits.
The [Customer] shall pay the [Provider] [X]% of the gross revenue generated from any commercial use of the licensed materials, including sales, sublicensing, and any other profit-generating activities.
Commercial use clause with monitoring and compliance obligations
This version imposes oversight duties.
The [Customer] agrees to allow the [Provider] to monitor its commercial use of the licensed materials to ensure compliance with the terms of this Agreement.
Commercial use clause with usage-based fee structure
This version uses usage for billing.
The [Customer] shall pay a fee based on usage of the licensed materials for commercial purposes, calculated at [X] per [unit, user, etc.], as detailed in [Schedule X].
Commercial use clause with sublicensing compliance certifications
This version ensures sublicensing compliance.
The [Customer] shall require all sublicensees to submit compliance certifications annually to ensure adherence to the terms and conditions of this Agreement.
Commercial use clause with prohibition on use in competing products
This version blocks competing commercial products.
The [Customer] shall not use the licensed materials in the development, marketing, or sale of products that directly compete with the [Provider]’s offerings without prior written consent.
Commercial use clause with product review and approval process
This version requires product checks.
The [Customer] must submit any product incorporating the licensed materials for review and approval by the [Provider] before it is offered for commercial sale.
Commercial use clause with exclusivity in defined market segments
This version specifies exclusivity.
The [Customer] is granted exclusivity for use of the licensed materials in the [specific market segment], but such exclusivity shall terminate after [X years/months].
Commercial use clause with restrictions on resale pricing
This version controls pricing strategies.
The [Customer] may not resell products incorporating the licensed materials at a price lower than [X] or above [Y] without prior written approval from the [Provider].
Commercial use clause with termination on failure to meet commercial milestones
This version enforces performance targets.
If the [Customer] fails to meet agreed-upon commercial milestones, including sales or distribution targets, the [Provider] may terminate the commercial use rights granted under this Agreement.
Commercial use clause with no modification of pricing terms
This version prevents price adjustments.
The [Customer] shall not modify the pricing terms of products incorporating the licensed materials for commercial sale without the prior written consent of the [Provider].
Commercial use clause with product modification for sale
This version limits sale scope.
The [Customer] may modify the licensed materials for commercial sale, provided that any modifications are limited to non-core aspects of the materials and do not alter the essential functionality or design.
Commercial use clause with restricted export rights for commercial use
This version limits international commercialization.
The [Customer] may not export the licensed materials for resale or distribution in countries outside the [permitted region] without the [Provider]’s prior written consent.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.