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Commercial License Agreement for the United States

Commercial License Agreement Template for United States

A Commercial License Agreement is a legally binding contract under U.S. law that grants specific rights to use intellectual property, technology, content, or other assets while maintaining the original owner's underlying rights. It outlines terms including usage rights, restrictions, payment terms, quality control measures, and termination conditions. This agreement is governed by federal and state laws, including intellectual property statutes and the Uniform Commercial Code.

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What is a Commercial License Agreement?

A Commercial License Agreement is essential when one party wishes to grant another party the right to use their intellectual property, technology, or other assets while maintaining ownership. This document is particularly relevant in the United States where intellectual property rights are protected by federal and state laws. The agreement typically includes detailed terms about usage rights, territories, payment structures, quality control, and termination provisions. It's commonly used in technology transfers, software licensing, brand licensing, and other commercial arrangements where controlled use of proprietary assets is required.

What sections should be included in a Commercial License Agreement?

1. Parties: Identification of licensor and licensee with full legal details

2. Background: Context of the agreement and brief description of licensed property

3. Definitions: Key terms used throughout the agreement

4. Grant of License: Scope, territory, and nature of the license granted

5. Payment Terms: License fees, royalties, and payment schedules

6. Term and Termination: Duration and conditions for ending the agreement

7. Intellectual Property Rights: Ownership and protection of IP

What sections are optional to include in a Commercial License Agreement?

1. Quality Control: Standards for using licensed property, use when brand protection is crucial

2. Sublicensing Rights: Terms for sublicensing, include if sublicensing is permitted

3. Source Code Escrow: For software licenses where source code protection is needed

4. Export Controls: Include for international licensing arrangements

What schedules should be included in a Commercial License Agreement?

1. Licensed Property Details: Detailed description of licensed IP/property

2. Fee Schedule: Detailed breakdown of fees and royalties

3. Technical Specifications: Technical requirements and standards

4. Brand Guidelines: If trademark or brand usage is involved

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

User Agreement

Cost

Free to use
Clauses



































Industries

Copyright Act: Title 17 of U.S.C., governing rights of creators over their original works, essential for defining scope of licensed intellectual property

Patent Act: Title 35 of U.S.C., crucial for agreements involving patented technologies or inventions

Trademark Act (Lanham Act): Title 15 of U.S.C., regulating trademark usage and licensing in commercial agreements

Defend Trade Secrets Act: Federal law providing uniform trade secret protection, important for confidentiality provisions

Uniform Commercial Code: Standardized state laws governing commercial transactions, including sale of goods and licenses

Federal Trade Commission Act: Prohibits unfair or deceptive trade practices, affecting terms and representations in license agreements

Computer Fraud and Abuse Act: Federal law addressing computer-related fraud and unauthorized access, relevant for software licensing

Digital Millennium Copyright Act: Addresses digital copyright issues and technological protection measures

E-SIGN Act: Provides legal framework for electronic signatures and records in commercial transactions

Export Control Regulations: Federal regulations controlling export of certain technologies and technical data

State Privacy Laws: Various state-specific laws governing data privacy and protection requirements

Sherman Antitrust Act: Primary federal antitrust law prohibiting anticompetitive practices and monopolization

Federal Arbitration Act: Governs enforcement of arbitration agreements and awards in commercial disputes

Magnuson-Moss Warranty Act: Federal law governing consumer product warranties, may apply to certain licensed products

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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