Licensing of deliverables: Copy, customize, and use instantly
Introduction
A licensing of deliverables clause defines how one party may use, modify, or distribute the deliverables created under an agreement. This clause is crucial for intellectual property management and ensures clear boundaries around usage rights, royalties, and ownership retention. It is commonly used in software, creative, and consulting agreements.
Below are licensing of deliverables clause templates tailored to various scenarios. Copy the one you need, customize it, and add it to your contract.
Standard licensing of deliverables clause
This clause establishes basic licensing rights.
The [client] is granted a non-exclusive, royalty-free license to use, modify, and distribute the deliverables created under this agreement solely for purposes outlined in [insert section]. Ownership of the deliverables remains with the [service provider/contractor].
Exclusive license of deliverables clause
This clause grants exclusive usage rights.
The [client] is granted an exclusive license to use, modify, and distribute the deliverables created under this agreement. The [service provider/contractor] retains ownership but agrees not to grant similar licenses to other parties.
Perpetual license of deliverables clause
This clause provides perpetual usage rights.
The [client] is granted a perpetual, non-exclusive license to use, modify, and distribute the deliverables created under this agreement. Ownership remains with the [service provider/contractor], but the license does not expire.
Royalty-based license of deliverables clause
This clause ties licensing to royalty payments.
The [client] is granted a non-exclusive license to use the deliverables created under this agreement in exchange for royalty payments of [insert percentage or amount]. Ownership remains with the [service provider/contractor].
Geographic-specific license of deliverables clause
This clause restricts licensing rights to specific regions.
The [client] is granted a license to use, modify, and distribute the deliverables exclusively within [insert region]. Usage outside this region requires prior written approval and may be subject to additional fees.
Industry-specific license of deliverables clause
This clause limits usage to a specific industry.
The [client] is granted a license to use the deliverables exclusively within the [insert industry, e.g., "healthcare" or "education"] sector. Any use outside this sector requires prior written consent from the [service provider/contractor].
Term-limited license of deliverables clause
This clause limits licensing rights to a specific timeframe.
The [client] is granted a license to use, modify, and distribute the deliverables for a period of [insert duration]. Upon expiration of this term, the license may be renewed by mutual agreement.
License with sublicensing rights clause
This clause allows the client to sublicense the deliverables.
The [client] is granted a license to use, modify, and distribute the deliverables, with the additional right to grant sublicenses to third parties. The [client] must ensure that sublicensees adhere to the terms of this agreement.
Non-transferable license of deliverables clause
This clause restricts license transferability.
The [client] is granted a non-exclusive license to use the deliverables created under this agreement. This license is non-transferable and may not be assigned or sublicensed to third parties without prior written approval.
License with modification rights clause
This clause permits modifications to deliverables.
The [client] is granted a license to use and modify the deliverables created under this agreement. The [service provider/contractor] retains ownership and reserves the right to approve significant modifications before they are implemented.
Limited-use license of deliverables clause
This clause restricts usage to specific purposes.
The [client] is granted a license to use the deliverables solely for [specific purpose, e.g., "internal training" or "non-commercial research"]. Any other use requires prior written consent from the [service provider/contractor].
License for derivative works clause
This clause governs the creation of derivative works.
The [client] is granted a license to use the deliverables and create derivative works based on them. The [service provider/contractor] retains ownership of the original deliverables but does not claim ownership of the derivative works.
Revocable license of deliverables clause
This clause allows the licensor to revoke the license.
The license granted to the [client] under this agreement is revocable at the sole discretion of the [service provider/contractor] in the event of a material breach of the terms. Upon revocation, the [client] must cease all use of the deliverables.
License with audit rights clause
This clause includes audit provisions for licensed deliverables.
The [client] is granted a license to use the deliverables, subject to periodic audits by the [service provider/contractor] to ensure compliance with the terms of this agreement. Any violations may result in suspension or termination of the license.
Open-source license of deliverables clause
This clause applies when open-source components are used.
The [client] is granted a license to use the deliverables, which include open-source components subject to their respective licenses. The [client] agrees to comply with the terms of all applicable open-source licenses.
Conditional license of deliverables clause
This clause ties licensing rights to specific conditions.
The [client] is granted a license to use the deliverables, provided that all conditions outlined in [insert section] are met. Failure to meet these conditions may result in suspension or termination of the license.
Reseller license of deliverables clause
This clause allows the client to resell the deliverables.
The [client] is granted a license to resell the deliverables created under this agreement. The [client] agrees to report all sales and pay royalties of [insert percentage] to the [service provider/contractor].
License with exclusivity for time-limited projects clause
This clause grants exclusive licensing for a specific period.
The [client] is granted an exclusive license to use the deliverables for [insert duration]. After this period, the exclusivity ends, and the [service provider/contractor] may license the deliverables to other parties.
Embedded license of deliverables clause
This clause applies to deliverables integrated into other products.
The [client] is granted a license to use and distribute the deliverables as part of [specific product or service]. The [service provider/contractor] retains ownership of the deliverables and reserves the right to audit their use.
License for end-user distribution clause
This clause governs the licensing of deliverables intended for end-users.
The [client] is granted a license to distribute the deliverables to end-users as part of [specific product or service]. The [client] must ensure that end-users comply with the terms of this agreement and any embedded third-party licenses.
Performance-based license of deliverables clause
This clause ties licensing rights to performance benchmarks.
The [client] is granted a license to use the deliverables, contingent upon achieving performance benchmarks outlined in [insert section]. Failure to meet these benchmarks may result in license suspension or revocation.
Multi-party license of deliverables clause
This clause addresses licensing when multiple parties are involved.
The [client] and [other party] are jointly granted licenses to use the deliverables created under this agreement. Each party’s usage rights are limited to their respective responsibilities as outlined in [insert section].
License with termination rights clause
This clause defines the licensor’s rights to terminate the license.
The [client] is granted a license to use the deliverables. However, the [service provider/contractor] retains the right to terminate the license immediately if the [client] breaches any material terms of this agreement.
Subscription-based license of deliverables clause
This clause applies to subscription-based agreements.
The [client] is granted a license to use the deliverables for the duration of their active subscription. Upon termination or expiration of the subscription, all licensing rights shall cease unless renewed by mutual agreement.
Educational use license of deliverables clause
This clause restricts usage to educational purposes.
The [client] is granted a license to use the deliverables exclusively for educational purposes, such as training or academic research. Any commercial use requires prior written consent from the [service provider/contractor].
Non-commercial license of deliverables clause
This clause prohibits commercial usage.
The [client] is granted a license to use the deliverables for non-commercial purposes only. Any commercial use requires the negotiation of a separate agreement and payment of additional fees.
Exclusive license with sublicensing prohibition clause
This clause grants exclusivity while prohibiting sublicensing.
The [client] is granted an exclusive license to use the deliverables. The [client] may not sublicense, transfer, or assign these rights to any third party without prior written consent from the [service provider/contractor].
License for proprietary frameworks clause
This clause applies when proprietary frameworks are used in deliverables.
The [client] is granted a license to use the deliverables, which include proprietary frameworks owned by the [service provider/contractor]. The license does not grant the [client] ownership of the frameworks or rights to modify them.
Transferable license of deliverables clause
This clause allows the license to be transferred under specific conditions.
The [client] is granted a license to use the deliverables, which may be transferred to a third party with prior written approval from the [service provider/contractor]. The third party must agree to the terms of this agreement.
License with support services clause
This clause ties licensing to ongoing support services.
The [client] is granted a license to use the deliverables for as long as they maintain a support agreement with the [service provider/contractor]. Termination of support services may result in suspension of licensing rights.
License for beta testing deliverables clause
This clause governs licensing for beta testing purposes.
The [client] is granted a temporary license to use the deliverables for beta testing and evaluation purposes only. Ownership remains with the [service provider/contractor], and the license will expire upon conclusion of the beta testing phase.
License with intellectual property acknowledgment clause
This clause requires acknowledgment of the licensor’s IP.
The [client] is granted a license to use the deliverables. The [client] agrees to acknowledge the [service provider/contractor]’s intellectual property rights in all public references to the deliverables.
License with usage reporting clause
This clause requires periodic reporting of usage.
The [client] is granted a license to use the deliverables, subject to periodic usage reporting requirements. The [client] agrees to submit detailed reports to the [service provider/contractor] every [insert time period].
License with renewable term clause
This clause allows for renewable licensing terms.
The [client] is granted a license to use the deliverables for an initial term of [insert duration]. The license may be renewed upon mutual agreement, subject to review of compliance and performance.
License for limited commercial use clause
This clause restricts commercial use to specific activities.
The [client] is granted a license to use the deliverables for limited commercial purposes, such as [insert activity, e.g., "advertising or promotional campaigns"]. Any other commercial use requires additional licensing fees.
License for third-party integrations clause
This clause governs licensing when deliverables include third-party integrations.
The [client] is granted a license to use the deliverables, including third-party integrations, provided that the [client] complies with all licensing terms associated with the third-party components.
Rescindable license of deliverables clause
This clause allows the licensor to rescind the license under specific circumstances.
The license granted to the [client] under this agreement is subject to rescission if the [client] breaches any confidentiality or intellectual property provisions. Upon rescission, all rights to use the deliverables must cease immediately.
License with confidentiality obligations clause
This clause ties licensing to confidentiality requirements.
The [client] is granted a license to use the deliverables, provided they comply with the confidentiality obligations outlined in [insert section]. Breach of confidentiality may result in immediate suspension of the license.
Open-ended license of deliverables clause
This clause grants an open-ended usage license without a fixed term.
The [client] is granted a non-exclusive, open-ended license to use the deliverables without expiration. Ownership remains with the [service provider/contractor], and the [client] must adhere to all usage restrictions outlined in this agreement.
High-security license of deliverables clause
This clause applies to sensitive or secure deliverables.
The [client] is granted a license to use the deliverables, provided they maintain high-security measures as outlined in [insert section]. Non-compliance with security requirements may result in license revocation.
Global license of deliverables clause
This clause provides global usage rights.
The [client] is granted a global license to use, modify, and distribute the deliverables without geographic restrictions. The [service provider/contractor] retains ownership and reserves the right to audit usage for compliance.
Revocable license with notice clause
This clause allows for license revocation with advance notice.
The [client] is granted a license to use the deliverables, which may be revoked by the [service provider/contractor] upon [insert number] days’ written notice. Upon revocation, the [client] must cease all use of the deliverables.
Commercial redistribution license of deliverables clause
This clause governs commercial redistribution rights.
The [client] is granted a license to commercially redistribute the deliverables, subject to a royalty payment of [insert percentage] on all sales. Ownership remains with the [service provider/contractor].
License with no modification rights clause
This clause prohibits modifications to deliverables.
The [client] is granted a license to use the deliverables as provided, without any rights to modify or alter them. Any modifications require prior written approval from the [service provider/contractor].
Time-limited exclusivity license clause
This clause grants exclusive licensing rights for a limited time.
The [client] is granted an exclusive license to use the deliverables for [insert duration]. After this period, the [service provider/contractor] may license the deliverables to other parties.
License for bundled deliverables clause
This clause applies to licenses for deliverables included in a bundle.
The [client] is granted a license to use the deliverables as part of a bundled package. Licensing rights do not extend to any components outside the scope of this agreement.
Temporary license for testing clause
This clause governs licensing for testing purposes.
The [client] is granted a temporary license to use the deliverables for testing and evaluation. The license expires upon the completion of testing or after [insert duration], whichever occurs first.
License with renewal discounts clause
This clause ties licensing to discounted renewal terms.
The [client] is granted a license to use the deliverables for an initial term of [insert duration]. Renewal of the license is available at a discounted rate if completed before the expiration date.
License for derivative business models clause
This clause supports licensing for business model extensions.
The [client] is granted a license to use the deliverables for creating derivative business models. The [client] agrees to report on derivative usage and pay royalties as outlined in [insert section].
Hybrid license of deliverables clause
This clause combines multiple licensing types.
The [client] is granted a hybrid license, including perpetual usage rights for [specific purpose] and term-limited usage rights for [another purpose]. Ownership remains with the [service provider/contractor].
License for localized adaptations clause
This clause permits adaptations for specific regions.
The [client] is granted a license to adapt and use the deliverables for localized markets. The [service provider/contractor] retains ownership of the original deliverables and reserves the right to approve all adaptations.
License for non-public distribution clause
This clause restricts distribution to private audiences.
The [client] is granted a license to distribute the deliverables to non-public audiences, such as internal teams or closed networks. Public distribution requires separate licensing terms and prior written approval.
Escrow-backed license of deliverables clause
This clause ties licensing to escrow conditions.
The [client] is granted a license to use the deliverables, backed by escrow arrangements. If the [service provider/contractor] fails to meet obligations, the deliverables will be released from escrow for the [client]’s unrestricted use.
License for iterative updates clause
This clause includes updates as part of the license.
The [client] is granted a license to use the deliverables, including any iterative updates provided by the [service provider/contractor] during the term of this agreement. Updates beyond this period require a separate license.
Multi-tiered licensing clause
This clause provides different licensing levels.
The [client] is granted a license at [specific tier, e.g., "basic, premium, or enterprise"], which defines the scope of use, modification, and distribution rights. Ownership remains with the [service provider/contractor].
Limited liability license of deliverables clause
This clause limits the licensor’s liability for licensed deliverables.
The [client] is granted a license to use the deliverables. The [service provider/contractor] assumes no liability for any consequences arising from the use of the deliverables beyond the terms of this agreement.
Exclusive licensing for digital platforms clause
This clause provides exclusive licensing for digital use.
The [client] is granted an exclusive license to use the deliverables on digital platforms, including websites, apps, and online services. The [service provider/contractor] retains ownership and prohibits similar licensing to other clients.
Subscription renewal-dependent license clause
This clause ties the license to active subscription renewals.
The [client] is granted a license to use the deliverables, contingent upon maintaining an active subscription. Failure to renew the subscription will result in the suspension of all licensing rights.
Revenue-sharing license of deliverables clause
This clause requires revenue sharing for commercial use.
The [client] is granted a license to use the deliverables for commercial purposes, with the obligation to share [insert percentage] of revenue generated from their use with the [service provider/contractor]. Ownership remains with the [service provider/contractor].
Territory-limited exclusive license clause
This clause restricts exclusivity to specific territories.
The [client] is granted an exclusive license to use the deliverables within [specific territory]. The [service provider/contractor] retains the right to license the deliverables in other territories.
License for multi-language deliverables clause
This clause governs licensing for translated deliverables.
The [client] is granted a license to use the deliverables in multiple languages as specified in [insert section]. Any additional translations require prior approval and may be subject to additional licensing fees.
Prepayment-based license clause
This clause ties licensing rights to prepayment conditions.
The [client] is granted a license to use the deliverables upon receipt of a prepayment of [insert amount]. Licensing rights will remain active as long as subsequent payments are made according to the agreed schedule.
Collaborative innovation license clause
This clause supports joint innovation projects.
The [client] and [service provider/contractor] are granted shared licensing rights for deliverables created under collaborative innovation projects. Each party must agree to any distribution or sublicensing arrangements.
License for time-sensitive deliverables clause
This clause applies to deliverables with short-term utility.
The [client] is granted a license to use the deliverables for a limited duration of [insert period], after which the license will automatically expire unless explicitly renewed.
Retrospective licensing clause
This clause provides licensing for previously delivered work.
The [client] is granted a license to use deliverables created prior to the execution of this agreement. All terms of this agreement, including usage limitations and fees, apply retroactively to the specified deliverables.
Embedded license for proprietary components clause
This clause applies to deliverables containing proprietary elements.
The [client] is granted a license to use deliverables containing proprietary components owned by the [service provider/contractor]. Licensing rights for these components are limited to their integration within the deliverables.
License for bundled product rights clause
This clause applies to licensing of products delivered as part of a bundle.
The [client] is granted a license to use the deliverables as part of a bundled product. Licensing rights do not extend to individual components of the bundle unless explicitly stated.
License for franchising purposes clause
This clause supports licensing for franchise operations.
The [client] is granted a license to use and distribute the deliverables within their franchise operations. Expansion to additional franchise locations requires prior written approval and possible additional fees.
Grant-back license clause
This clause grants the licensor rights to use improvements.
The [client] is granted a license to use the deliverables and agrees to grant the [service provider/contractor] a license to use any improvements or modifications made to the deliverables during the term of this agreement.
Renewable exclusive license clause
This clause ties exclusivity to periodic renewal.
The [client] is granted an exclusive license to use the deliverables for an initial period of [insert duration]. Exclusivity may be renewed upon mutual agreement and continued compliance with the terms of this agreement.
License with tiered royalties clause
This clause includes a royalty structure based on usage levels.
The [client] is granted a license to use the deliverables, subject to a tiered royalty structure where higher usage levels incur increased royalty rates. Ownership remains with the [service provider/contractor].
Joint venture licensing clause
This clause applies to licensing under joint ventures.
The [client] is granted a license to use the deliverables as part of a joint venture agreement with the [service provider/contractor]. Licensing rights are limited to the scope of the joint venture and cannot be extended unilaterally.
License with forfeiture clause
This clause allows license forfeiture for non-compliance.
The license granted to the [client] under this agreement may be forfeited if the [client] fails to comply with any material terms. Forfeiture will require [insert number] days’ written notice from the [service provider/contractor].
Revenue cap license clause
This clause limits licensing rights based on revenue thresholds.
The [client] is granted a license to use the deliverables, provided that revenue generated from their use does not exceed [insert amount]. Exceeding this threshold will require renegotiation of the licensing terms.
License for ephemeral content clause
This clause governs licensing for short-lived content.
The [client] is granted a license to use the deliverables as ephemeral content, such as live streams or temporary campaigns. Licensing rights expire upon conclusion of the content’s intended lifespan.
Green technology licensing clause
This clause supports licensing for environmentally focused deliverables.
The [client] is granted a license to use the deliverables for green technology initiatives. Any expansion beyond environmental purposes requires prior written approval from the [service provider/contractor].
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.