ContractsCounsel Logo

Intellectual Property License Agreement Review

Clients Rate Lawyers on our Platform 4.9/5 Stars
based on 7,581 reviews
Home Blog Intellectual Property License Agreement Review

Jump to Section

Need help with a legal contract?

Post Project Now

What is an Intellectual Property License Agreement?

An intellectual property license agreement, sometimes abbreviated to “IPLA”, is a legally binding contract between an owner of intellectual property (licensor) and a party who wishes to use the intellectual property (licensee). Under the terms of this agreement, the IP owner grants the licensee permission to use the intellectual property under specified terms.

The intellectual property license agreement outlines the scope of usage, duration, fees, and any restrictions or obligations. Under this type of contract, the licensor will retain ownership of the intellectual property.

How Do I Review a Licensing Agreement?

Reviewing a licensing agreement will involve a thorough analysis of the contract terms and provisions. When reviewing an intellectual property license agreement, be sure to pay attention to the following key elements:

  1. The agreement should be easy to understand with all terms (especially terms specific to IP) clearly defined.
  2. Check to make sure the agreement accurately represents the agreement made by the parties.
  3. The agreement must follow all laws and regulations applicable to intellectual property and contracts.
  4. Double-check any terms relating to payments and fees, termination, and conflict resolution.
  5. Be prepared to seek legal advice prior to entering into the agreement.

Intellectual property license agreements can be complex legal documents. The best way to ensure that the contract is legally binding and adequately protects your interests is to hire a lawyer who specializes in intellectual property to review the agreement on your behalf.

What Should be Included in an Intellectual Property Licensing Agreement

The following key elements should be included in an intellectual property licensing agreement:

  • Introduction The beginning of the contract should identify the parties involved in the agreement, specify the effective start date of the agreement, and provide a brief background explaining the purpose and context of the agreement including the nature of the intellectual property being licensed.
  • Definitions A list of key terms used throughout the agreement and the meaning of each term. This section will avoid ambiguity and ensure a shared understanding of the contract provisions.
  • Grant of license The scope and limitations of the license including the exact intellectual property being licensed, the purpose of the license, and any geographical restrictions.
  • Rights and restrictions The rights granted to the licensee relating to the use of the IP and any restrictions or limitations they must abide by.
  • Payment and royalties The financial terms of the agreement including any upfront fees, ongoing royalties, milestone payments, or other compensation to be paid by the licensee to the licensor.
  • Contract term The duration of the agreement.
  • Termination clause The circumstances under which either party can terminate the agreement. This section should include notice periods and consequences for early termination.
  • Quality control and monitoring Whether the licensor has the right to monitor or control the quality of products or services associated with the licensed intellectual property.
  • IP Ownership The agreement should clearly state that the licensor retains ownership of the intellectual property, and that the licensee's use is strictly limited to the terms outlined in the agreement.
  • Confidentiality The obligations related to the protection of confidential information exchanged throughout the business relationship.
  • Indemnification and liability The legal responsibilities of each party in the event of an infringement claim, damages, or losses arising from the use of the IP.
  • Dispute resolution How disputes between the parties will be resolved, which can include methods like mediation or arbitration.
  • Governing law The laws and jurisdiction that will govern the agreement if there is a dispute.
  • Signatures Both parties must sign the agreement.

The specific terms and conditions in an intellectual property licensing agreement will vary based on the type of intellectual property, the industry, the parties’ needs, and the intended use of the licensed IP.

It is always recommended to consult with an intellectual property lawyer to ensure the agreement accurately reflects the parties' intentions and complies with all applicable laws.

Meet some lawyers on our platform

Zachary J.

191 projects on CC
View Profile

Connie C.

8 projects on CC
View Profile

Morgan S.

6 projects on CC
View Profile

Justin K.

29 projects on CC
View Profile

What is the Purpose of an IP Agreement?

The purpose of an intellectual property license agreement is to serve as the foundational document between the owner of intellectual property and a party who wants the right to use the intellectual property.

Intellectual property includes trademarks, copyrights, and trade secrets. This agreement and the ability to lease IP to licensees allows intellectual property owners the ability to generate income from their creations. For a licensee, the ability to use a creator’s intellectual property enables them to access and use new branding or technology to expand their business.

An IP agreement is necessary because it protects both parties throughout the business relationship, so the parties are free to collaborate in mutually beneficial partnerships while still protecting their own interests.

Are Intellectual Property Licensing Agreements Legally Binding?

Yes, an intellectual property licensing agreement is signed by both parties, it is a legally binding contract. By signing the agreement, both parties acknowledge that they agree to be bound by the contract terms.

If either party breaches the signed contract, the other party has the right to seek legal remedies which can include monetary damages or injunctive relief. For this reason, it is essential that an experienced attorney drafts the intellectual property licensing agreement. When a contract is drafted correctly, it is more likely to be legally enforceable and held up in court.

Should I Hire a Lawyer to Review an Intellectual Property Licensing Agreement?

Yes. It is always recommended to hire an attorney to review any legally binding contract that could have significant financial and legal consequences. An intellectual property licensing agreement is a complex document and if not drafted properly, can have long lasting effects on a creator’s IP ownership and licensing ability.

Hiring a lawyer to review your contract provides the following benefits:

  • Legal expertise Lawyers who specialize in intellectual property will understand the legal language in the contract and can identify potential issues that may be otherwise overlooked.
  • Customization Every intellectual property licensing agreement is unique. The terms will vary based on the type of IP, usage, and parties. A lawyer can tailor the agreement to suit the specific needs and goals of the parties involved.
  • Risk mitigation A lawyer's review helps identify and address potential legal risks, protecting your interests and reducing the likelihood of disputes.
  • Advocacy If certain terms need to be revised, a lawyer can negotiate on your behalf to secure more favorable terms.
  • Peace of mind When a legal professional has thoroughly reviewed the agreement you can move forward in the business relationship with confidence.

An intellectual property licensing agreement can have a significant impact on IP ownership and licensing rights. It is important that this agreement is well drafted and accurately represents the interests of both parties.

An experienced intellectual property attorney will ensure that the contract is fair, follows all applicable laws in the jurisdiction, and will be legally enforceable if a dispute arises.

Get Help with Hiring an Attorney

Do you need help with an intellectual property licensing agreement? If so, post a project in ContractsCounsel's marketplace to receive bids from lawyers who are licensed to practice law in your state and can handle your project. All lawyers on the ContractsCounsel's platform are vetted by our team to make sure you are provided with top-tier service.

How ContractsCounsel Works
Hiring a lawyer on ContractsCounsel is easy, transparent and affordable.
1. Post a Free Project
Complete our 4-step process to provide info on what you need done.
2. Get Bids to Review
Receive flat-fee bids from lawyers in our marketplace to compare.
3. Start Your Project
Securely pay to start working with the lawyer you select.

Meet some of our Lawyers

Samuel R. on ContractsCounsel
View Samuel
5.0 (29)
Member Since:
October 2, 2021

Samuel R.

Free Consultation
Phoenix - Arizona
4 Yrs Experience
Licensed in AZ, PA, UT
Widener University Delaware Law School

My career interests are to practice Transactional Corporate Law, including Business Start Up, and Mergers and Acquisitions, as well as Real Estate Law, Estate Planning Law, Tax, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I am currently General Counsel for a bioengineering company. I handle everything from their Mergers & Acquisitions, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing outside expert legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, employee retention credits, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, mergers and acquisitions and also trademark registration and licensing.

Tabetha H. on ContractsCounsel
View Tabetha
5.0 (12)
Member Since:
October 26, 2021

Tabetha H.

Attorney at Law
Free Consultation
San Jose, CA
25 Yrs Experience
Licensed in CA

I am a startup veteran with a demonstrated history of execution with companies from formation through growth stage and acquisition. A collaborative and data-driven manager, I love to build and lead successful teams, and enjoy working full-stack across all aspects of the business.

Michael K. on ContractsCounsel
View Michael
5.0 (37)
Member Since:
June 28, 2021

Michael K.

Associate Counsel
Free Consultation
Miami, FL
5 Yrs Experience
Licensed in FL
St. Thomas University School of Law

A business-oriented, proactive, and problem-solving corporate lawyer with in-house counsel experience, ensuring the legality of commercial transactions and contracts. Michael is adept in reviewing, drafting, negotiating, and generally overseeing policies, procedures, handbooks, corporate documents, and more importantly, contracts. He has a proven track record of helping lead domestic and international companies by ensuring they are functioning in complete compliance with local and international rules and regulations.

Justin K. on ContractsCounsel
View Justin
4.9 (26)
Member Since:
September 22, 2022

Justin K.

Freelance Attorney
Free Consultation
Valencia, CA
20 Yrs Experience
Licensed in CA
University of Southern California School of Law

I have been practicing law exclusively in the areas of business and real estate transactions since joining the profession in 2003. I began my career in the Corporate/Finance department of Sidley's Los Angeles office. I am presently a solo practitioner/freelancer, and service both business- and attorney-clients in those roles.

Tina T. on ContractsCounsel
View Tina
Member Since:
October 1, 2022

Tina T.

Free Consultation
New Mexico
1 Yr Experience
Licensed in NM
Arizona Summit Law School

I am a New Mexico licensed attorney with many years of world experience in real estate, transactional law, social security disability law, immigration law, consumer law, and estate planning.

Brent W. on ContractsCounsel
View Brent
Member Since:
December 27, 2022

Brent W.

Free Consultation
Atlanta, GA
16 Yrs Experience
Licensed in GA
Cumberland School of Law

Brent has been in practice since 2007 and been the principal attorney and owner of The Walker Firm, LLC since 2014. Brent focuses on providing an array of general counsel services to individuals and companies in a variety of industries.

Find the best lawyer for your project

Browse Lawyers Now
Learn About Contracts
See More Contracts
other helpful articles

How It Works

Post Your Project

Get Free Bids to Compare

Hire Your Lawyer


Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city