Sublicensing clause: Copy, customize, and use instantly
Introduction
A sublicensing clause defines whether and how a party can grant usage rights under a license to third parties. It sets clear boundaries around sublicensing authority, approval requirements, liability, and scope of rights passed on. This helps protect intellectual property and clarify responsibilities between all parties.
Below are templates for sublicensing clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard sublicensing clause
This version restricts sublicensing unless permitted.
The [Customer] shall not sublicense any of the rights granted under this Agreement to any third party without the prior written consent of the [Provider].
Sublicensing clause with express prohibition
This version completely disallows sublicensing.
Sublicensing of the licensed materials is strictly prohibited. The [Customer] may not assign, transfer, or grant any rights to third parties under this Agreement.
Sublicensing clause with limited sublicensing rights
This version allows restricted sublicensing.
The [Customer] may sublicense the licensed materials only to its affiliates or approved subcontractors solely for purposes related to this Agreement, provided that such sublicensees agree to be bound by terms no less protective than those in this Agreement.
Sublicensing clause with provider approval requirement
This version requires written authorization.
The [Customer] may not sublicense any rights granted under this Agreement without obtaining the [Provider]’s prior written approval, which may be withheld at the [Provider]’s sole discretion.
Sublicensing clause with time-limited sublicensing
This version restricts duration of sublicense.
Any sublicensing granted by the [Customer] shall be limited to a maximum term of [12 months], after which it must be renewed or revoked unless otherwise agreed in writing.
Sublicensing clause with geographic restriction
This version limits where sublicenses may operate.
The [Customer] may not grant sublicenses for use of the licensed materials outside [Territory] without the prior written consent of the [Provider].
Sublicensing clause with pre-approved sublicensee list
This version identifies specific third parties.
The [Customer] may only grant sublicenses to entities expressly listed in [Schedule X], subject to compliance with this Agreement’s terms.
Sublicensing clause with revocation rights
This version gives provider a veto.
The [Provider] reserves the right to revoke any approved sublicense if the sublicensee violates material terms or acts in a manner detrimental to the [Provider]’s interests.
Sublicensing clause with liability passthrough
This version makes customer liable for sublicensees.
The [Customer] shall remain fully liable for any acts or omissions of its sublicensees and shall ensure their compliance with all applicable terms of this Agreement.
Sublicensing clause with notification obligation
This version mandates transparency.
The [Customer] shall notify the [Provider] in writing within [10 days] of entering into any sublicense agreement, providing the sublicensee’s identity and purpose of use.
Sublicensing clause with sublicensing fee requirement
This version enables revenue sharing.
Any sublicensing by the [Customer] shall be subject to a sublicensing fee of [$X] per sublicense, payable to the [Provider] unless waived in writing.
Sublicensing clause with termination-on-breach fallback
This version allows automatic termination.
Any sublicense granted by the [Customer] shall automatically terminate upon the termination of this Agreement or any material breach by the [Customer].
Sublicensing clause with audit rights over sublicensees
This version allows provider inspection.
The [Provider] may audit any sublicensee’s use of the licensed materials to verify compliance, subject to reasonable notice and confidentiality obligations.
Sublicensing clause with non-commercial sublicense limitation
This version restricts use type.
The [Customer] may only sublicense the licensed materials for non-commercial internal use by affiliated entities or service partners.
Sublicensing clause with sublicensing record-keeping requirement
This version mandates documentation.
The [Customer] shall maintain accurate records of all sublicenses granted, including names, scope, and duration, and shall provide such records to the [Provider] upon request.
Sublicensing clause with sublicensing indemnity
This version shifts risk to customer.
The [Customer] shall indemnify and hold harmless the [Provider] from any claims, liabilities, or losses arising from acts or omissions of sublicensees.
Sublicensing clause with performance oversight clause
This version enforces control of quality.
The [Customer] shall oversee all sublicensee activity to ensure that performance standards, branding, and compliance remain consistent with the [Provider]’s requirements.
Sublicensing clause with branding restriction
This version limits sublicense branding.
Sublicensees shall not use the [Provider]’s name, logo, or trademarks without prior written approval, and all sublicensing arrangements must comply with the Provider’s brand guidelines.
Sublicensing clause with sublicense agreement template requirement
This version standardizes terms.
All sublicenses granted by the [Customer] must use the standard sublicense agreement template provided or pre-approved by the [Provider].
Sublicensing clause with sublicensee training requirement
This version enforces preparedness.
The [Customer] shall ensure that all sublicensees receive appropriate training on the licensed materials and their permitted use before access is granted.
Sublicensing clause with approval escalation pathway
This version sets review thresholds.
Any sublicensing involving more than [X] end users must be approved through the [Provider]’s executive review team and documented in an amendment.
Sublicensing clause with reporting obligation
This version enforces regular updates.
The [Customer] shall provide quarterly reports detailing all active sublicensees, usage statistics, and any known compliance issues.
Sublicensing clause with minimum standards compliance
This version enforces operational criteria.
The [Customer] shall ensure that all sublicensees meet minimum technical, security, and operational standards specified in [Schedule Y].
Sublicensing clause with capped sublicense scope
This version restricts functionality.
Sublicensees may only access limited portions of the licensed materials, as defined in the sublicensing scope approved by the [Provider].
Sublicensing clause with sublicensing cap
This version sets a numeric limit.
The [Customer] may not grant more than [X] sublicenses without additional written authorization from the [Provider].
Sublicensing clause with revocation without cause option
This version gives provider absolute discretion.
The [Provider] may revoke any approved sublicense at any time without cause upon [30 days’] written notice.
Sublicensing clause with territorial exclusivity waiver
This version clarifies competition.
No sublicensing arrangement shall create any form of territorial exclusivity or restriction for the [Customer] or its sublicensees.
Sublicensing clause with security compliance clause
This version addresses infosec protocols.
The [Customer] shall ensure that all sublicensees adhere to the same security and data protection measures required under this Agreement.
Sublicensing clause with source code restriction
This version limits technical access.
Sublicensees shall not be granted access to source code or underlying architecture of the licensed materials unless separately authorized.
Sublicensing clause with sublicensing audit notice period
This version refines audit process.
The [Provider] shall give [10 business days’] written notice before auditing sublicensee operations and may be accompanied by an independent auditor.
Sublicensing clause with termination-linked sublicense expiry
This version ties terms together.
All sublicenses granted under this Agreement shall terminate automatically upon expiration or termination of the main Agreement.
Sublicensing clause with sublicensing assignment prohibition
This version prohibits sublicense transfers.
Sublicensees may not assign or transfer their rights under a sublicense without written consent from both the [Customer] and the [Provider].
Sublicensing clause with cap on sublicensed revenue
This version limits financial upside.
The [Customer] shall not generate more than [$X] in revenue from sublicensing activities without renegotiating the license with the [Provider].
Sublicensing clause with sublicensing use purpose limitation
This version limits scope.
Sublicenses may only be granted for use in relation to specific projects or use cases pre-approved by the [Provider].
Sublicensing clause with joint approval committee
This version enforces collaborative governance.
All sublicensing requests must be reviewed by a joint committee consisting of representatives from both parties prior to approval.
Sublicensing clause with annual sublicense renewal process
This version enforces regular reviews.
All sublicenses shall expire annually and must be reviewed and renewed by the [Customer] and approved by the [Provider] before continuation.
Sublicensing clause with sublicensee onboarding checklist
This version supports structured engagement.
The [Customer] shall ensure that all sublicensees complete the onboarding process outlined in [Schedule Z] prior to access.
Sublicensing clause with reseller sublicense differentiation
This version separates roles.
Any sublicense granted to a reseller must be designated as a "Reseller Sublicense" and governed by a separate appendix or agreement.
Sublicensing clause with indemnity insurance requirement
This version adds financial safeguards.
The [Customer] shall ensure that sublicensees maintain appropriate indemnity insurance coverage for liabilities arising from their use of the licensed materials.
Sublicensing clause with breach reporting obligation
This version enforces incident escalation.
The [Customer] must report any known or suspected sublicensee breach of terms to the [Provider] within [48 hours] of discovery.
Sublicensing clause with pre-termination grace period
This version supports smooth transitions.
Upon early termination of a sublicense, the [Customer] may allow sublicensees a [15-day] grace period to wind down use in accordance with Provider guidelines.
Sublicensing clause with sublicensing amendment path
This version allows structured expansion.
Any expansion of sublicensing rights must be documented through a formal amendment signed by both parties.
Sublicensing clause with downstream license compliance clause
This version enforces adherence to upstream terms.
Sublicensees shall be bound by license terms that are consistent with the Provider’s original licensing conditions.
Sublicensing clause with non-use revocation right
This version sets performance requirements.
If a sublicensee fails to make active use of the licensed materials for more than [60 days], the [Provider] may revoke the sublicense.
Sublicensing clause with shared liability model
This version allocates responsibility.
The [Customer] and sublicensee shall be jointly and severally liable for any infringement or misuse arising from sublicensing activity.
Sublicensing clause with license use cap per sublicensee
This version restricts volume per sublicense.
Each sublicense shall allow no more than [X] users or [Y] transactions per month, unless otherwise agreed in writing.
Sublicensing clause with sublicensing termination appeals process
This version introduces a resolution path.
The [Customer] may submit an appeal to the [Provider] for reconsideration of any revoked or terminated sublicense within [10 business days].
Sublicensing clause with usage monitoring requirement
This version enforces oversight.
The [Customer] shall actively monitor sublicensee usage of the licensed materials and take immediate action to correct any overuse or misuse.
Sublicensing clause with audit cost-sharing model
This version allocates inspection costs.
The cost of any audit conducted by the [Provider] involving sublicensees shall be shared equally by the parties, unless non-compliance is found.
Sublicensing clause with sublicensee training certification
This version ensures sublicensee readiness.
The [Customer] shall ensure that all sublicensees complete training and certification programs provided by the [Provider] before using the licensed materials.
Sublicensing clause with indemnity agreement for sublicensees
This version clarifies risk management.
The [Customer] shall require all sublicensees to indemnify and hold harmless the [Provider] from any claims arising from their use of the licensed materials.
Sublicensing clause with sublicensing limitation based on revenue generation
This version links sublicensee activities to financial thresholds.
The [Customer] may not grant sublicenses that generate revenue exceeding [$X] per year without prior written consent from the [Provider].
Sublicensing clause with sublicensing fee-based model
This version introduces payment for sublicenses.
The [Customer] shall pay the [Provider] a sublicensing fee of [$X] for each sublicense granted under this Agreement.
Sublicensing clause with sublicensee monitoring requirements
This version enforces oversight by the customer.
The [Customer] shall actively monitor sublicensee use of the licensed materials and report any irregularities or misuse to the [Provider].
Sublicensing clause with sublicense transfer restriction
This version prevents sublicensed rights from being transferred.
Sublicensees may not transfer or assign any rights granted under their sublicense without the prior written consent of the [Provider].
Sublicensing clause with sublicensing due diligence obligation
This version ensures responsibility before granting sublicenses.
The [Customer] shall conduct due diligence on any potential sublicensee to ensure compliance with the terms of this Agreement before granting any sublicenses.
Sublicensing clause with sublicensing compliance review
This version involves periodic checks for compliance.
The [Customer] shall conduct an annual compliance review of all sublicenses and submit a report to the [Provider] documenting adherence to the terms of the original Agreement.
Sublicensing clause with sublicensing duration restriction
This version limits the term of sublicenses.
No sublicense granted under this Agreement shall exceed a duration of [X years], after which the sublicense must be renewed or terminated.
Sublicensing clause with sublicensing revocation upon failure to comply
This version allows the revocation of non-compliant sublicenses.
The [Provider] reserves the right to revoke any sublicense if the sublicensee fails to comply with the terms of this Agreement or violates any material provision.
Sublicensing clause with sublicensee-specific support services
This version assigns support to sublicensees.
The [Customer] shall provide sublicensees with the same level of support and maintenance services that it receives from the [Provider] under this Agreement.
Sublicensing clause with sublicensing performance benchmarks
This version ties sublicensing to performance criteria.
The [Customer] may only grant sublicenses if the sublicensee meets performance benchmarks set by the [Provider], as specified in [Schedule X].
Sublicensing clause with sublicensing prohibition in competitor industries
This version restricts sublicensing by industry.
The [Customer] shall not grant sublicenses to entities that operate in competition with the [Provider] in the [specific industry] without written consent.
Sublicensing clause with sublicensing for limited internal use
This version allows sublicensing with restrictions.
The [Customer] may only grant sublicenses for internal use by its affiliates and subsidiaries, and not for any external distribution or commercial purpose.
Sublicensing clause with sublicensing transparency requirement
This version ensures visibility.
The [Customer] shall provide the [Provider] with a quarterly list of all active sublicensees, including the scope and terms of each sublicense.
Sublicensing clause with sublicensing rights based on project milestones
This version links sublicensing to progress.
The [Customer] may grant sublicenses only upon the successful completion of each project milestone, as defined in [Schedule X].
Sublicensing clause with sublicensing prohibition for non-competent sublicensees
This version ensures only qualified sublicensees.
The [Customer] may not grant sublicenses to any party that lacks the requisite technical or operational expertise to use the licensed materials appropriately.
Sublicensing clause with sublicense validity conditioned on compliance with laws
This version mandates compliance with legal requirements.
The [Customer] shall ensure that all sublicensees comply with all applicable laws and regulations governing the use of the licensed materials.
Sublicensing clause with sublicense approval from the provider for major sublicenses
This version ensures provider oversight for large sublicenses.
Any sublicense granted to a third party involving more than [X] users or [Y] units requires prior written approval from the [Provider].
Sublicensing clause with sublicensing and intellectual property rights transfer limitation
This version protects IP ownership.
The [Customer] shall not transfer any intellectual property rights associated with the licensed materials to sublicensees, except as expressly permitted under this Agreement.
Sublicensing clause with sublicensing for testing purposes only
This version limits sublicensing to R&D or testing.
The [Customer] may only grant sublicenses for the purpose of testing and evaluating the licensed materials and may not grant sublicenses for commercial use.
Sublicensing clause with sublicensee compliance audit right
This version grants audit authority over sublicensees.
The [Provider] has the right to audit any sublicensee’s use of the licensed materials for compliance with this Agreement, at the [Provider]’s expense, upon reasonable notice.
Sublicensing clause with sublicensing restriction for competitors
This version limits sublicensing to competitors.
The [Customer] shall not sublicense the licensed materials to any competitor of the [Provider] without the [Provider]’s prior written consent.
Sublicensing clause with sublicensing notification requirements for sublicenses granted
This version requires a formal notification process.
The [Customer] must notify the [Provider] within [X] days of granting any sublicense, providing details on the sublicensee and the terms of the sublicense agreement.
Sublicensing clause with sublicensing for limited geographic regions
This version restricts sublicensing by location.
The [Customer] may grant sublicenses to sublicensees within [specified geographic regions] and may not extend the sublicense to other locations without prior written consent.
Sublicensing clause with sublicensing prohibition for sublicensing sublicenses
This version prevents further sublicensing.
Sublicensees shall not have the right to grant further sublicenses or assign rights granted under the sublicense without prior written consent of the [Provider].
Sublicensing clause with sublicensing for a specific type of usage
This version governs restricted use cases.
The [Customer] may only sublicense the licensed materials for [specified purposes], and may not allow sublicensees to use the materials for other purposes.
Sublicensing clause with sublicensing right termination on default
This version enforces termination upon breach.
Any sublicense granted by the [Customer] shall terminate automatically upon the termination of this Agreement or if the sublicensee defaults on its obligations.
Sublicensing clause with sublicense terms on assignment or merger
This version links sublicensing to structural changes.
In the event of an assignment, merger, or acquisition involving the [Customer], the sublicenses granted shall be reviewed and may be revoked or restructured by mutual agreement.
Sublicensing clause with sublicense audit compliance
This version ensures documentation consistency.
The [Customer] shall provide the [Provider] with regular reports on sublicensee activity, including usage details, and ensure that sublicensees maintain records that comply with the terms of this Agreement.
Sublicensing clause with limited sublicensing for service use
This version limits sublicensing to specific services.
The [Customer] may grant sublicenses solely for use in providing services to [specific type of customer] and not for any other commercial purpose.
Sublicensing clause with sublicensee confidentiality obligations
This version ensures privacy protection.
Sublicensees must adhere to confidentiality terms consistent with those outlined in this Agreement and shall not disclose any confidential information received through the use of the licensed materials.
Sublicensing clause with sublicensing restrictions tied to performance metrics
This version ties sublicensing rights to performance.
The [Customer] may grant sublicenses only if the sublicensee meets specific performance criteria outlined in [Schedule Y].
Sublicensing clause with sublicense agreement template usage
This version standardizes sublicensing agreements.
All sublicenses granted by the [Customer] must be in accordance with the [Provider]’s standard sublicense agreement template, available upon request.
Sublicensing clause with sublicensee exit clause
This version outlines exit strategy for sublicensees.
If a sublicensee fails to comply with the terms of the sublicense agreement, the [Customer] shall terminate the sublicense and provide the [Provider] with written notice within [10 business days].
Sublicensing clause with sublicensing for research purposes only
This version restricts use for academic work.
The [Customer] may only sublicense the licensed materials for research and development purposes and may not sublicense for commercial or profit-driven uses.
Sublicensing clause with sublicense compliance to code of conduct
This version ensures operational integrity.
The [Customer] shall ensure that all sublicensees comply with the [Provider]’s code of conduct as it relates to the use of the licensed materials.
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.