Third-party IP clause: Copy, customize, and use instantly
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Introduction
A third-party IP clause sets out how intellectual property owned or licensed by third parties may be used, incorporated, or referenced within a contract’s deliverables or services. It helps clarify rights, responsibilities, permissions, and liability associated with the use of non-original content.
Below are templates for third-party IP clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard third-party IP clause
This version provides general permission and responsibility terms.
The [Provider] shall ensure that any third-party intellectual property used in connection with this Agreement is properly licensed, and the [Customer] shall not acquire any rights in such third-party materials beyond the scope of use provided under the applicable license.
Third-party IP clause with prior disclosure requirement
This version mandates transparency.
The [Provider] shall disclose in writing any third-party intellectual property it intends to incorporate into the deliverables and obtain the [Customer]’s written approval prior to use.
Third-party IP clause with liability shift to provider
This version assigns responsibility for infringement.
The [Provider] shall be solely responsible for any claims arising from unauthorized use of third-party intellectual property and shall indemnify the [Customer] against any resulting losses or liabilities.
Third-party IP clause with open-source software control
This version addresses OSS risks.
Any open-source software incorporated into the deliverables must be pre-approved by the [Customer], and the [Provider] shall ensure such use does not impose obligations beyond the terms of this Agreement.
Third-party IP clause with approval-only licensing
This version requires consent before use.
The [Provider] shall not use any third-party intellectual property in the performance of this Agreement unless it has first obtained the [Customer]’s written approval for such use.
Third-party IP clause with pass-through licensing terms
This version outlines end-user obligations.
Any third-party intellectual property used in the deliverables shall be subject to its original license terms, which shall be passed through to the [Customer] without modification.
Third-party IP clause with substitution requirement
This version mitigates licensing issues.
If the [Customer] objects to any third-party intellectual property proposed by the [Provider], the [Provider] shall, at its own expense, substitute equivalent materials that meet the same functional requirements.
Third-party IP clause with warranty of proper licensing
This version includes a provider warranty.
The [Provider] warrants that it has obtained all necessary rights, licenses, and permissions to use any third-party intellectual property included in the deliverables.
Third-party IP clause with pre-approved vendor list
This version limits sourcing.
The [Provider] shall only use third-party intellectual property obtained from pre-approved vendors listed in [Schedule X], unless otherwise agreed in writing.
Third-party IP clause with attribution requirements
This version mandates acknowledgments.
The [Provider] shall ensure all third-party intellectual property used in the deliverables is properly attributed in accordance with its licensing requirements.
Third-party IP clause with indemnity carve-out for customer-supplied IP
This version limits provider liability.
The [Provider] shall not be liable for infringement claims arising from the use of third-party intellectual property supplied by the [Customer].
Third-party IP clause with source code disclosure prohibition
This version protects proprietary content.
No third-party intellectual property that requires source code disclosure or license-back obligations shall be included in the deliverables without the [Customer]’s written consent.
Third-party IP clause with royalty payment allocation
This version assigns cost responsibility.
The [Provider] shall be solely responsible for paying any royalties, license fees, or other charges associated with its use of third-party intellectual property.
Third-party IP clause with removal obligation upon objection
This version provides a dispute resolution mechanism.
If the [Customer] reasonably objects to the use of specific third-party intellectual property, the [Provider] shall promptly remove and replace such materials.
Third-party IP clause with customer audit rights
This version enables verification.
The [Customer] shall have the right to audit the [Provider]’s use of third-party intellectual property to confirm compliance with license terms and proper sourcing.
Third-party IP clause with risk acknowledgment
This version shifts responsibility.
The [Customer] acknowledges that use of third-party intellectual property may be subject to external licensing terms, and assumes responsibility for its compliance after delivery.
Third-party IP clause with updates and patching obligation
This version supports lifecycle maintenance.
The [Provider] shall keep all third-party intellectual property used in the deliverables up to date with the latest patches, updates, or security releases.
Third-party IP clause with duration limitation
This version limits license period.
The [Provider] shall not use any third-party intellectual property with licensing terms that expire prior to the end of the Agreement Term, unless approved by the [Customer].
Third-party IP clause with license register maintenance
This version requires documentation.
The [Provider] shall maintain a register of all third-party intellectual property incorporated into the deliverables, including license type, source, and renewal status.
Third-party IP clause with liability sharing for jointly selected IP
This version provides shared accountability.
Where both parties agree to use specific third-party intellectual property, any liability arising from its use shall be shared proportionally between the parties.
Third-party IP clause with license revocation contingency
This version plans for licensing disruptions.
If a license for any third-party intellectual property is revoked or terminated, the [Provider] shall promptly propose alternative solutions at no additional cost.
Third-party IP clause with export control compliance
This version addresses regulatory risk.
The [Provider] shall ensure that all third-party intellectual property used in the project complies with applicable export control and trade restriction laws.
Third-party IP clause with internal-use limitation
This version restricts distribution.
The [Customer] may only use third-party intellectual property incorporated into the deliverables for internal business purposes, unless broader rights are granted by the license.
Third-party IP clause with non-exclusivity disclaimer
This version clarifies rights scope.
The [Provider] makes no representation that any third-party intellectual property used in the deliverables is exclusive to the [Customer] or free from use by other parties.
Third-party IP clause with patent clearance requirement
This version adds extra protection.
The [Provider] shall conduct a reasonable patent clearance review before including any third-party intellectual property in the deliverables.
Third-party IP clause with licensing tier limitation
This version sets license boundaries.
The [Provider] shall not use third-party intellectual property with enterprise or high-tier license restrictions unless expressly authorized by the [Customer].
Third-party IP clause with customer fallback license rights
This version provides continuity.
In the event the [Provider]’s license to third-party intellectual property is terminated, the [Customer] shall have the right to procure a direct license from the third party, subject to applicable terms.
Third-party IP clause with derivative work exclusion
This version restricts modifications.
The [Provider] shall not create derivative works from third-party intellectual property unless the applicable license explicitly allows such modifications.
Third-party IP clause with external audit cooperation
This version supports compliance assessments.
The [Provider] shall cooperate with any external audit required by a third-party licensor to verify appropriate use of their intellectual property.
Third-party IP clause with license termination tracking
This version ensures timely updates.
The [Provider] shall monitor all third-party intellectual property licenses for expiration or termination and notify the [Customer] of any changes that may impact service delivery.
Third-party IP clause with fallback clause for unenforceable licenses
This version protects continuity.
If any third-party license is deemed unenforceable or invalid, the [Provider] shall substitute equivalent intellectual property at no additional cost to the [Customer].
Third-party IP clause with non-transferable license notification
This version flags portability limits.
The [Provider] shall clearly disclose any third-party intellectual property licenses that are non-transferable or cannot be assigned to the [Customer].
Third-party IP clause with post-termination usage limitation
This version sets post-agreement boundaries.
The [Customer] shall cease use of any third-party intellectual property embedded in the deliverables upon termination of this Agreement, unless otherwise licensed directly.
Third-party IP clause with exclusivity waiver acknowledgment
This version clarifies provider rights.
The [Customer] acknowledges that the [Provider] may use the same third-party intellectual property across other customer engagements without restriction.
Third-party IP clause with sub-licensing prohibition
This version blocks redistribution.
The [Customer] shall not sublicense any third-party intellectual property included in the deliverables unless explicitly permitted under the applicable license terms.
Third-party IP clause with pre-approved component library
This version simplifies implementation.
The [Provider] may use third-party components from the pre-approved library listed in [Schedule Y] without additional approval, provided all license conditions are met.
Third-party IP clause with version control protocol
This version manages upgrades.
All third-party intellectual property included in the project must be versioned and documented to enable rollback or updates as needed.
Third-party IP clause with third-party software list inclusion
This version formalizes disclosures.
The [Provider] shall include a detailed list of all third-party software used in the deliverables, including name, version, license type, and usage context.
Third-party IP clause with licensing jurisdiction restriction
This version limits applicable law.
The [Provider] shall not use third-party intellectual property governed by jurisdictions prohibited by the [Customer]’s compliance policy.
Third-party IP clause with default warranty disclaimer
This version sets IP risk expectations.
The [Customer] acknowledges that third-party intellectual property is provided without warranty from the [Provider] unless explicitly stated.
Third-party IP clause with no reverse engineering right
This version restricts modification.
The [Customer] shall not reverse engineer, decompile, or attempt to extract source code from any third-party intellectual property unless permitted by applicable law.
Third-party IP clause with provider cost reimbursement clause
This version passes through license costs.
The [Customer] shall reimburse the [Provider] for license fees associated with any third-party intellectual property approved in writing by the [Customer].
Third-party IP clause with joint review panel for IP selection
This version adds oversight.
A joint panel of representatives from both parties shall approve any third-party intellectual property selected for inclusion in the project.
Third-party IP clause with perpetual use license requirement
This version supports long-term use.
The [Provider] shall ensure that all third-party intellectual property licenses used in the deliverables provide perpetual usage rights unless otherwise approved.
Third-party IP clause with mandatory attribution tracking
This version ensures compliance.
The [Provider] shall maintain a record of all attributions required by third-party intellectual property licenses and provide documentation to the [Customer].
Third-party IP clause with modular component separation
This version enables IP isolation.
Third-party intellectual property shall be integrated as modular components, clearly separated from proprietary deliverables to support license compliance.
Third-party IP clause with notification of license scope changes
This version ensures awareness.
The [Provider] shall promptly notify the [Customer] of any changes to third-party license scope, pricing, or usage limitations that affect the Agreement.
Third-party IP clause with non-infringement warranty limitation
This version qualifies risk.
The [Provider] shall not warrant non-infringement for any third-party intellectual property but shall ensure all licenses are current and valid.
Third-party IP clause with shared license negotiation option
This version supports direct access.
The parties may jointly negotiate third-party licenses for use beyond the scope of this Agreement, subject to mutual cost-sharing terms.
Third-party IP clause with third-party restrictions disclosure
This version flags licensing limits.
The [Provider] shall disclose any known restrictions or limitations associated with third-party intellectual property, including geographic or industry constraints.
Third-party IP clause with direct support disclaimer
This version sets service boundaries.
The [Provider] shall not be responsible for providing support for third-party intellectual property beyond ensuring initial installation and configuration.
Third-party IP clause with legacy component warning
This version manages compatibility risks.
The [Provider] shall identify any third-party intellectual property that relies on legacy or deprecated components that may limit compatibility or future updates.
Third-party IP clause with escrow alternative provision
This version allows protection in case of license loss.
If a third-party IP license becomes unavailable or is revoked, the [Provider] shall offer a suitable escrow alternative or replacement solution to the [Customer].
Third-party IP clause with early notification of license expiry
This version mandates advance notice.
The [Provider] shall notify the [Customer] at least [30 days] in advance of any known expiration of third-party intellectual property licenses used in the deliverables.
Third-party IP clause with source validation protocol
This version requires source verification.
The [Provider] shall verify the authenticity and origin of all third-party intellectual property and maintain documentation confirming the legality of its use.
Third-party IP clause with license impact assessment requirement
This version supports risk management.
The [Provider] shall conduct an impact assessment of any third-party IP license obligations that may affect the use, scalability, or distribution of the deliverables.
Third-party IP clause with end-of-life tracking
This version flags obsolescence risks.
The [Provider] shall monitor the lifecycle of third-party IP components and promptly inform the [Customer] of any end-of-life notices issued by licensors.
Third-party IP clause with license scope mapping
This version clarifies functional boundaries.
The [Provider] shall provide a clear mapping of license scopes for each third-party IP component used, indicating limitations on use, modification, and redistribution.
Third-party IP clause with open-source compliance documentation
This version supports license verification.
The [Provider] shall supply documentation confirming compliance with all applicable open-source license obligations for components included in the deliverables.
Third-party IP clause with supplier responsibility transfer
This version assigns risk ownership.
Any third-party intellectual property sourced by subcontractors shall remain the responsibility of the [Provider], including licensing and compliance obligations.
Third-party IP clause with dual-use licensing clarity
This version differentiates usage rights.
The [Provider] shall identify any third-party intellectual property that may be subject to dual-use restrictions and confirm its intended use category.
Third-party IP clause with internal audit readiness clause
This version supports compliance readiness.
The [Provider] shall ensure that all third-party IP license documentation is audit-ready and made available upon reasonable request by the [Customer].
Third-party IP clause with compatibility matrix disclosure
This version ensures interoperability visibility.
The [Provider] shall supply a compatibility matrix indicating how third-party IP components interact with system architecture and other dependencies.
Third-party IP clause with independent license validation rights
This version grants review authority.
The [Customer] reserves the right to appoint an independent party to validate the licensing and usage of third-party IP included in the deliverables.
Third-party IP clause with no viral license obligations
This version prevents license creep.
The [Provider] shall not include any third-party IP subject to licenses that impose viral obligations or require source code disclosure.
Third-party IP clause with support fallback designation
This version builds contingency.
In the event of third-party IP failure or unavailability, the [Provider] shall implement a designated fallback plan or workaround to ensure continuity of service.
Third-party IP clause with sublicensing chain tracking
This version manages layered licenses.
The [Provider] shall disclose and track any sublicensing chains associated with third-party IP to ensure end-to-end compliance.
Third-party IP clause with upstream termination contingency
This version mitigates dependency risks.
If an upstream licensor terminates access to third-party IP, the [Provider] shall offer alternative solutions within [X business days] at no additional cost.
Third-party IP clause with co-branding use restrictions
This version limits brand exposure.
No third-party IP incorporated into the deliverables shall be branded or co-labeled with the [Customer]’s trademarks unless expressly permitted.
Third-party IP clause with commercial vs. non-commercial distinction
This version separates license use types.
The [Provider] shall clearly distinguish between third-party IP licensed for commercial use and components licensed only for non-commercial or research use.
Third-party IP clause with security review obligation
This version ensures safe integration.
The [Provider] shall perform a security review of all third-party IP components to identify vulnerabilities before integration into the deliverables.
Third-party IP clause with localization compliance check
This version supports regional licensing.
The [Provider] shall verify that all third-party IP licenses permit use in the jurisdictions where the [Customer] operates or plans to deploy the deliverables.
Third-party IP clause with interface segregation requirement
This version supports modular integration.
All third-party IP must be integrated through isolated interfaces to allow for easy replacement, segregation, or decoupling without disrupting core functionality.
Third-party IP clause with redundancy plan for license dependencies
This version builds resilience.
The [Provider] shall establish a redundancy plan for critical components dependent on third-party IP, including secondary sourcing options.
Third-party IP clause with license transfer option
This version supports business continuity.
The [Provider] shall make reasonable efforts to assign or transfer relevant third-party IP licenses to the [Customer] upon project completion or termination.
Third-party IP clause with integration testing requirement
This version ensures system compatibility.
All third-party IP must be tested within the broader system architecture to confirm compatibility, performance, and security benchmarks.
Third-party IP clause with documentation version alignment
This version prevents mismatches.
The [Provider] shall ensure that third-party IP documentation aligns with the specific version used in the deliverables to avoid implementation errors.
Third-party IP clause with pre-approved license types
This version limits scope of licensing.
Only third-party IP under pre-approved license types (e.g., MIT, Apache 2.0, commercial standard) may be included in the deliverables.
Third-party IP clause with proprietary replacement contingency
This version allows custom rebuilds.
If third-party IP becomes unavailable, the [Provider] shall offer a proprietary or custom-developed alternative at the [Customer]’s discretion.
Third-party IP clause with assignment notice obligation
This version mandates communication.
The [Provider] shall notify the [Customer] of any reassignment or change in ownership of third-party IP licensors that may affect licensing terms.
Third-party IP clause with indirect use liability exclusion
This version limits exposure.
The [Provider] shall not be responsible for any liabilities arising from the indirect use of third-party IP by the [Customer] beyond the intended scope.
Third-party IP clause with retroactive license compatibility check
This version confirms prior usage rights.
The [Provider] shall confirm that all third-party IP included in legacy deliverables was licensed under terms compatible with current usage conditions.
Third-party IP clause with sandbox-only use limitation
This version prevents premature rollout.
Third-party IP included in development environments shall not be used in production without additional verification and approval from the [Customer].
Third-party IP clause with integration mapping protocol
This version documents system alignment.
A detailed integration map shall be provided for all third-party IP components, identifying data flow, dependencies, and interfacing layers.
Third-party IP clause with early access risk disclaimer
This version addresses pre-release usage.
The [Customer] acknowledges that third-party IP components used in beta or early-access form may carry additional performance and security risks.
Third-party IP clause with IP clearance milestone
This version sets a delivery checkpoint.
IP clearance for third-party components shall be a mandatory milestone, and the [Provider] shall not proceed to integration without documented approval.
Third-party IP clause with packaging separation requirement
This version enforces isolation.
All third-party IP used in the deliverables must be packaged separately from proprietary code to simplify compliance, auditing, and substitution.
Third-party IP clause with end-user notification obligation
This version supports transparency.
The [Provider] shall disclose to end users any license terms or usage restrictions associated with third-party IP, if required by the license.
Third-party IP clause with license impact flagging system
This version automates risk detection.
The [Provider] shall implement a flagging system to identify and escalate potential licensing risks associated with third-party IP during development.
Third-party IP clause with geographic exclusivity validation
This version prevents cross-border breach.
The [Provider] shall ensure that third-party IP used in deliverables does not breach any exclusivity agreements or geographic licensing limitations.
Third-party IP clause with architecture compatibility certification
This version ensures performance alignment.
The [Provider] shall certify that third-party IP components are fully compatible with the technical architecture agreed by the parties.
Third-party IP clause with deprecation notice protocol
This version supports lifecycle transparency.
The [Provider] shall promptly notify the [Customer] of any announced deprecation of third-party IP used in the deliverables and suggest alternatives.
Third-party IP clause with record retention standard
This version governs documentation.
The [Provider] shall retain all third-party IP license documentation and records for a minimum of [X years] and provide access upon request.
Third-party IP clause with joint license review provision
This version allows collaborative governance.
The parties may jointly review and approve third-party IP licenses before integration to ensure mutual acceptance of terms and risk exposure.
Third-party IP clause with custom integration testing scripts
This version formalizes verification.
The [Provider] shall develop and share custom scripts for testing the integration of third-party IP to verify functionality and compliance with project requirements.
Third-party IP clause with no implied rights disclaimer
This version protects licensors.
The inclusion of third-party IP in the deliverables does not imply any rights, license, or entitlement beyond those expressly granted by the applicable license terms.