Intangible assets clause: Copy, customize, and use instantly
Introduction
An intangible assets clause addresses the ownership, usage, and protection of intangible assets, such as intellectual property (IP), goodwill, trademarks, patents, copyrights, trade secrets, and other non-physical assets. It outlines the rights and responsibilities of the parties in relation to these assets.
Below are templates for intangible assets clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard intangible assets clause
This version defines general ownership of intangible assets.
All intangible assets provided or developed under this Agreement, including intellectual property, patents, trademarks, copyrights, and trade secrets, shall remain the exclusive property of the [Provider], unless otherwise agreed in writing.
Intangible assets clause with rights to use intellectual property
This version grants rights to use intellectual property.
The [Customer] is granted a non-exclusive, non-transferable license to use the intellectual property provided under this Agreement solely for the purpose of fulfilling its obligations hereunder. The [Customer] may not sublicense or transfer these rights without prior written consent from the [Provider].
Intangible assets clause with transfer of ownership upon payment
This version addresses the transfer of ownership of intangible assets.
Upon full payment for the products or services covered by this Agreement, the ownership of any intangible assets associated with the transaction, including patents and trademarks, shall transfer to the [Customer], subject to the terms of this Agreement.
Intangible assets clause with protection of proprietary rights
This version protects proprietary rights.
Both parties agree to take reasonable measures to protect each other's intangible assets, including but not limited to intellectual property, trade secrets, and proprietary business methods, from unauthorized use or disclosure.
Intangible assets clause with confidentiality obligations
This version includes confidentiality obligations for intangible assets.
The [Customer] agrees to maintain the confidentiality of all intangible assets provided by the [Provider], including trade secrets and proprietary information, and shall not disclose such assets to any third party without prior written consent.
Intangible assets clause with licensing rights
This version grants licensing rights.
The [Provider] grants the [Customer] a non-exclusive, worldwide license to use the intangible assets provided under this Agreement, subject to the terms and conditions outlined herein. This license is revocable upon breach of the Agreement.
Intangible assets clause with ownership of created intellectual property
This version addresses ownership of created IP.
Any intellectual property created, developed, or conceived during the term of this Agreement by the [Customer] using the provided intangible assets shall be the exclusive property of the [Customer], unless otherwise agreed upon in writing.
Intangible assets clause with transfer of intellectual property upon project completion
This version transfers intellectual property.
Upon completion of the project outlined in [Schedule X], the ownership of any intellectual property developed using the provided intangible assets shall be transferred to the [Customer], with all necessary rights and licenses.
Intangible assets clause with restrictions on use of trademarks
This version restricts trademark use.
The [Customer] agrees not to use any trademarks or service marks belonging to the [Provider] without the prior written consent of the [Provider], except as expressly allowed in this Agreement.
Intangible assets clause with indemnification for infringement
This version includes indemnification for infringement.
The [Provider] shall indemnify and hold harmless the [Customer] from any third-party claims of intellectual property infringement arising from the use of the intangible assets provided under this Agreement.
Intangible assets clause with right to modify intangible assets
This version includes modification rights.
The [Customer] shall not modify, adapt, or reverse engineer the intangible assets provided under this Agreement without the prior written consent of the [Provider], except as necessary for the intended use of the assets.
Intangible assets clause with restrictions on sublicensing
This version restricts sublicensing.
The [Customer] shall not sublicense, assign, or transfer any of the rights granted under this Agreement regarding the intangible assets, unless explicitly permitted by the [Provider] in writing.
Intangible assets clause with duration of intellectual property rights
This version specifies the duration of IP rights.
The [Customer]’s rights to use the intangible assets provided under this Agreement are granted for the duration of this Agreement and shall automatically terminate upon expiration or termination of the Agreement, unless otherwise agreed in writing.
Intangible assets clause with protection of confidential information
This version includes protection for confidential information.
Both parties agree to protect any confidential intangible assets, including trade secrets and proprietary information, from unauthorized use, disclosure, or access during and after the term of this Agreement.
Intangible assets clause with audit rights for intangible assets use
This version grants audit rights.
The [Provider] reserves the right to audit the [Customer]’s use of the intangible assets at any time during the term of this Agreement to ensure compliance with the terms set forth in this clause.
Intangible assets clause with exclusive rights to intangible assets
This version grants exclusive rights.
The [Customer] is granted exclusive rights to the intangible assets provided under this Agreement for the duration of the Agreement, and the [Provider] shall not grant similar rights to any other party during this period.
Intangible assets clause with third-party rights on certain assets
This version includes third-party rights.
The [Customer] acknowledges that certain intangible assets may be subject to third-party rights, and agrees to comply with the licensing terms and conditions set forth by such third parties.
Intangible assets clause with ongoing royalty payments
This version includes royalty payments.
The [Customer] agrees to pay the [Provider] ongoing royalty fees for the use of the intangible assets under this Agreement, calculated as [X]% of gross revenue generated through the use of the intellectual property.
Intangible assets clause with notice of infringement
This version includes a notice of infringement requirement.
The [Customer] agrees to promptly notify the [Provider] of any known infringement, misappropriation, or unauthorized use of the intangible assets provided under this Agreement.
Intangible assets clause with return of intangible assets upon termination
This version includes asset return provisions.
Upon termination of this Agreement, the [Customer] shall return or destroy all intangible assets, including all intellectual property, documents, and materials provided by the [Provider], within [X] days of termination.
Intangible assets clause with joint ownership of created assets
This version applies to jointly created assets.
Any intangible assets, including intellectual property, created jointly by the [Provider] and [Customer] during the term of this Agreement shall be jointly owned by both parties, with each party having an equal share of ownership rights.
Intangible assets clause with restrictions on sharing intellectual property
This version restricts sharing intellectual property.
The [Customer] agrees not to share or disclose any intellectual property or intangible assets provided by the [Provider] to any third party, unless expressly authorized by the [Provider] in writing.
Intangible assets clause with indemnity for misuse
This version includes indemnity for misuse.
The [Customer] agrees to indemnify the [Provider] for any damages, losses, or costs incurred due to the misuse or unauthorized use of the intangible assets provided under this Agreement.
Intangible assets clause with obligations for securing intellectual property
This version includes IP security obligations.
The [Customer] agrees to implement reasonable measures to secure any intellectual property or intangible assets provided under this Agreement, including encryption, firewalls, and other technical protections.
Intangible assets clause with intellectual property assignment
This version includes IP assignment.
The [Customer] agrees to assign to the [Provider] any intellectual property developed during the term of this Agreement that is related to the provided intangible assets, including all rights, titles, and interests.
Intangible assets clause with notification of intellectual property changes
This version requires notification of changes.
The [Customer] shall notify the [Provider] in writing of any changes to the intellectual property or intangible assets provided under this Agreement, including updates or modifications that may affect the original terms of use.
Intangible assets clause with prohibition on competing with intellectual property
This version prohibits competition with intellectual property.
The [Customer] agrees not to use the intangible assets to develop or promote products or services that directly compete with the [Provider]’s intellectual property during the term of this Agreement and for [X] years thereafter.
Intangible assets clause with restrictions on resale of intangible assets
This version restricts resale of intangible assets.
The [Customer] agrees not to resell, distribute, or otherwise transfer any of the intangible assets provided under this Agreement, including intellectual property or related rights, to any third party.
Intangible assets clause with limitations on the scope of use
This version limits the scope of use.
The [Customer] shall use the intangible assets provided under this Agreement solely for the purposes specified in [Schedule X] and shall not use them for any other purpose without prior written consent from the [Provider].
Intangible assets clause with rights to future inventions
This version includes rights to future inventions.
Any inventions or discoveries made by the [Customer] during the term of this Agreement using the provided intangible assets shall be owned by the [Provider], with rights to future inventions expressly transferred to the [Provider].
Intangible assets clause with restrictions on sharing digital assets
This version restricts sharing of digital assets.
The [Customer] shall not share, transfer, or sublicense any digital intangible assets, including software or digital content, provided under this Agreement, without the express written consent of the [Provider].
Intangible assets clause with license duration
This version specifies license duration.
The license granted to the [Customer] to use the intangible assets provided under this Agreement shall be for a period of [X] years, unless otherwise terminated by either party in accordance with the terms of this Agreement.
Intangible assets clause with rights to intellectual property audit
This version includes IP audit rights.
The [Provider] reserves the right to audit the [Customer]’s use of intellectual property provided under this Agreement, including reviewing usage logs, source code, and related documentation.
Intangible assets clause with prohibition on public use
This version prohibits public use.
The [Customer] shall not publicly display, share, or publish any intellectual property or intangible assets provided by the [Provider] without prior written consent.
Intangible assets clause with dispute resolution for intellectual property issues
This version includes dispute resolution for IP issues.
In the event of a dispute regarding the ownership or use of the intangible assets, the parties agree to resolve the matter through mediation or arbitration, as outlined in [Section X].
Intangible assets clause with limitations on commercial use
This version limits commercial use.
The [Customer] agrees not to use the intangible assets provided under this Agreement for any commercial purpose outside the scope of this Agreement, unless expressly authorized by the [Provider].
Intangible assets clause with third-party intellectual property indemnity
This version includes third-party IP indemnity.
The [Provider] agrees to indemnify the [Customer] against any third-party claims arising from the use of third-party intellectual property included in the provided intangible assets.
Intangible assets clause with exclusivity for intellectual property use
This version grants exclusivity.
The [Customer] is granted exclusive rights to use the intangible assets provided under this Agreement for the duration of the Agreement, with no other party granted similar rights during this period.
Intangible assets clause with rights to modifications
This version includes rights to modifications.
The [Customer] agrees that any modifications, updates, or improvements made to the intangible assets during the term of this Agreement shall be the exclusive property of the [Provider], unless otherwise agreed in writing.
Intangible assets clause with third-party IP inclusion
This version includes third-party IP.
Any third-party intellectual property included in the provided intangible assets shall remain the property of the third party, and the [Customer] shall comply with the licensing terms set forth by the third party.
Intangible assets clause with confidentiality of proprietary assets
This version includes confidentiality provisions.
The [Customer] agrees to treat all intangible assets, including proprietary technology and intellectual property, as confidential, and shall not disclose or use such assets outside the scope of this Agreement.
Intangible assets clause with restrictions on copying or reproducing assets
This version restricts copying and reproducing assets.
The [Customer] shall not copy, reproduce, or otherwise create derivative works of the intangible assets provided under this Agreement, unless explicitly allowed by the [Provider] in writing.
Intangible assets clause with license termination for breach
This version includes license termination for breach.
In the event of a material breach of this Agreement, the [Provider] may terminate the [Customer]'s license to use the intangible assets immediately, and all rights granted under this Agreement will revert to the [Provider].
Intangible assets clause with warranty for IP rights
This version provides a warranty for intellectual property rights.
The [Provider] warrants that it holds the necessary intellectual property rights to grant the [Customer] the rights to use the intangible assets as outlined in this Agreement and that such use will not infringe third-party rights.
Intangible assets clause with prohibition on derivative works
This version prohibits creating derivative works.
The [Customer] shall not create any derivative works, modifications, or adaptations of the intangible assets provided under this Agreement without the express prior written consent of the [Provider].
Intangible assets clause with joint licensing of developed IP
This version applies to jointly developed IP.
Any intellectual property developed jointly by the parties during the term of this Agreement shall be jointly licensed, with both parties retaining equal rights to the use and distribution of the intellectual property.
Intangible assets clause with rights to enforce IP rights
This version grants rights to enforce IP rights.
The [Customer] acknowledges that the [Provider] holds the exclusive right to enforce and protect any intellectual property rights related to the intangible assets provided, including the right to initiate legal action in cases of infringement.
Intangible assets clause with asset valuation for IP
This version addresses the valuation of intangible assets.
The parties agree that the value of the intellectual property or other intangible assets provided under this Agreement shall be determined based on [valuation methodology], and any transfer of such assets will be based on this valuation.
Intangible assets clause with provisions for intangible asset sublicense
This version includes sublicensing provisions.
The [Customer] may sublicense the intangible assets provided under this Agreement to a third party, subject to the prior written consent of the [Provider] and adherence to the terms of the sublicense agreement.
Intangible assets clause with liability for IP infringement
This version includes liability for IP infringement.
The [Customer] agrees to indemnify the [Provider] for any damages or legal costs resulting from a claim of intellectual property infringement arising out of the [Customer]'s use of the intangible assets.
Intangible assets clause with IP audit rights
This version grants IP audit rights.
The [Provider] has the right to audit the [Customer]’s use of any intellectual property provided under this Agreement to ensure compliance with the terms of use and prevent unauthorized use.
Intangible assets clause with assignment of rights to IP
This version includes assignment of rights.
The [Customer] agrees to assign all rights, title, and interest in any intellectual property developed using the provided intangible assets to the [Provider], upon completion of the project and full payment.
Intangible assets clause with exclusive rights to IP upon payment
This version grants exclusive rights upon payment.
Upon full payment for the intangible assets, the [Customer] will receive exclusive rights to use the intellectual property developed from these assets, subject to the terms of this Agreement.
Intangible assets clause with ownership of pre-existing IP
This version applies to pre-existing IP.
The [Customer] retains ownership of any intellectual property, including patents, trademarks, or copyrights, that existed prior to this Agreement or was developed independently of the work performed under this Agreement.
Intangible assets clause with assignment of future IP
This version assigns future IP.
Any intellectual property developed by the [Customer] during the term of this Agreement that is directly related to the provided intangible assets will be assigned to the [Provider], unless the parties agree otherwise in writing.
Intangible assets clause with restrictions on assignment of intangible assets
This version restricts assignment of intangible assets.
The [Customer] shall not assign, transfer, or sublicense any rights related to the intangible assets provided under this Agreement to any third party without prior written consent from the [Provider].
Intangible assets clause with expiration of asset usage rights
This version addresses the expiration of asset usage rights.
The [Customer]’s rights to use the intangible assets provided under this Agreement shall expire upon termination or expiration of this Agreement, and the [Customer] agrees to immediately cease all use of such assets upon expiration.
Intangible assets clause with continuation of IP usage after termination
This version allows continued use after termination.
Upon termination of this Agreement, the [Customer] may continue to use the intellectual property provided under this Agreement only if such use is required for completing obligations that were incurred prior to termination.
Intangible assets clause with right to alter IP terms
This version allows alteration of IP terms.
The [Provider] reserves the right to modify or amend the terms under which the intangible assets are licensed to the [Customer] upon [X] days written notice, provided such modifications do not materially affect the [Customer]'s use of the assets.
Intangible assets clause with protection against reverse engineering
This version includes reverse engineering protections.
The [Customer] agrees not to reverse engineer, decompile, or disassemble any software or other intangible assets provided by the [Provider], except as expressly permitted under applicable law.
Intangible assets clause with protection of proprietary rights
This version includes protection of proprietary rights.
The [Customer] agrees to respect and protect the proprietary rights of the [Provider] with respect to the intangible assets, including refraining from any actions that would jeopardize or impair the proprietary nature of these assets.
Intangible assets clause with indemnity for third-party IP claims
This version includes indemnity for third-party claims.
The [Provider] agrees to indemnify the [Customer] from any claims, losses, or damages resulting from the violation of third-party intellectual property rights arising from the use of the intangible assets provided under this Agreement.
Intangible assets clause with rights to enforce IP protections
This version grants rights to enforce IP protections.
The [Provider] retains the exclusive right to enforce the protection of intellectual property rights related to the intangible assets and may take legal action against any infringement, misuse, or unauthorized use.
Intangible assets clause with duration of intellectual property protections
This version specifies the duration of IP protections.
The protections for the intellectual property provided under this Agreement shall last for the duration of the Agreement and will extend for the statutory period of protection after termination or expiration of this Agreement.
Intangible assets clause with allocation of royalties from IP usage
This version includes royalty allocation.
Any royalties, licensing fees, or revenue generated through the use of the intellectual property provided under this Agreement shall be allocated [X]% to the [Customer] and [Y]% to the [Provider].
Intangible assets clause with obligations to prevent misuse of IP
This version includes obligations to prevent misuse.
The [Customer] agrees to take reasonable steps to prevent the misuse or unauthorized use of the intangible assets and intellectual property, including implementing secure access measures and ensuring employees and contractors comply with this clause.
Intangible assets clause with granting of IP license for derivative works
This version grants an IP license for derivative works.
The [Provider] grants the [Customer] a license to create derivative works based on the intellectual property provided under this Agreement, subject to the conditions specified in [Section Y].
Intangible assets clause with termination of IP license upon breach
This version terminates the IP license upon breach.
If the [Customer] breaches any provision of this Agreement, the [Provider] has the right to terminate the [Customer]’s license to use the intellectual property, and all rights granted will revert to the [Provider].
Intangible assets clause with protections for trade secrets
This version includes protections for trade secrets.
The [Customer] acknowledges that the intangible assets may include trade secrets, and agrees to take all necessary measures to protect such trade secrets from unauthorized disclosure or use.
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.