Jump to Section

Quick Facts — Licensing Agreement Lawyers

What Is a Licensing Agreement?

A licensing agreement is a written contract that gives you permission to use another party's property under a certain set of conditions. The two parties involved in this agreement are the licensor (the one allowing permission) and a licensee (the one gaining permission).

What Is the Purpose of a Licensing Agreement?

Licensing agreements ensure that you have legal permission to use another person's or business's property. For instance, if you were to use an artist's song in a commercial, you would need to sign a licensing agreement to legally do so. If you were to go ahead and use the song without permission, you may infringe on copyright laws and risk being sued or fined.

You most commonly see licensing agreements for intellectual property, such as patents, trademarks, and copyrighted materials. Common copyrighted materials include music, film, video, and artwork. While a licensing agreement doesn't give you ownership over another entity's property, it does allow you to use it as long as you are following the parameters the agreement outlines.

How Licensing Agreements Work

In order to use another entity's property, you normally have to pay some kind of royalty. You may be able to pay this in an upfront lump sum or come up with a plan to pay based on the sales of the property. For instance, one royalty agreement may say that the licensee has to pay 1% of all sales to the licensor. If a licensee makes $10 per item, then they owe the licensor 10 cents for each item sold.

Specific Types of Licensing Agreements

Lets's break down some common types of licensing agreements:

  • Trade secret licenses: Outlines how, where, and when you can use an entity's trade secrets.
  • Trademark licenses: Outlines how you may use a trademark.
  • Patent licenses: Outlines your right to sell, use, make, distribute, and export a product that's patented.
  • Copyright licenses: Outlines your right to reproduce and sell a copyrighted asset.

Examples of Licensing Agreements

There are many uses for licensing agreements. A common one is for the commercialization of technologies, for example, if your small business wanted to use software in your business operations. The software company may require you to sign a licensing agreement in order to use its software. Another example is when franchises have licensing agreements with the headquarters of a restaurant. The licensing allows the franchisee to use the company's branding and marketing materials.

See Licensing Agreement Pricing by State

What Does a Licensing Agreement Cover?

Both licensees and licensors like to be thorough in their agreements to ensure nothing is overlooked. Both parties need to know what rights they have regarding this relationship. Licensing agreements cover many factors, including the following:

  • Payment This section outlines how the licensee will pay the licensor for use of their property. As stated before, there are many different ways to negotiate royalties. When deciding which method is ideal for both parties, you must consider exchange rates and inflation.
  • Intellectual Property Rights This section outlines the responsibility to protect intellectual property and who bears the cost.
  • Exclusivity This section restricts when and where the licensor can sell their property. It makes it so the licensee can be the only entity selling this product or service in a set territory. For example, when Apple introduced the iPhone in 2007, it entered into an exclusive agreement with AT&T which only allowed AT&T exclusivity to sell the iPhone in the US market.
  • Subsidiary Licensing With subsidiary licensing, the licensee could be granted permission to allow another entity to use the licensed work. For instance, if you're a film producer and license a song, you could still need permission to allow another entity to use the section of your film where the song is playing.
  • Quality Assurance When a party licenses something, they want to ensure it's being used in the right way. This section of the agreement describes how the licensee will ensure that this happens. This may include periodic quality assurance checks or giving the licensor the right to monitor sales.
  • Additional Clauses These are anything else the two parties want to add. For instance, some licensing agreements include non-disclosure agreements within them. This clause would prevent the licensee from disclosing any proprietary information or processes.

Factors to Consider When Creating a Licensing Agreement

In order to protect yourself and your business, it's important to be thorough when creating a licensing agreement. Both the licensee and the licensor need to fully understand what they are agreeing to. Consider the following advice before you get started:

  • Meet with a contract lawyer They have the expertise to help you create a fair licensing agreement that works in your interest. Likewise, they know the formatting and legal terminology to ensure that the document holds up in court if necessary.
  • Establish your ownership Before licensing anything, make sure you have the appropriate ownership of it. For instance, if you have a trademark, make sure it is registered. Another thing to check is that no one else is already using the asset and trying to claim ownership over it.
  • Be ready for ownership disputes Make sure your contract includes what would happen if someone were to dispute your ownership. For instance, what if someone claims that they have copyright over something that you feel you have the right to license? Likewise, you need to know what course of action to take if someone were to plagiarize work that's under this license.
  • Understand what is stated If you are unsure of any part of the contract, make sure you ask. It's important that each line makes sense, so you fully know what you are agreeing to.
  • Discuss royalties right away Ultimately, payment is at the center of virtually all licensing agreements. Make sure to discuss how royalties are being paid in different situations that may arise. For instance, if you have a percentage royalty, discuss what would happen if the licensee failed to make the projected sales.
  • Be mindful of government regulations How a licensing agreement operates isn't solely up to the parties involved. You also need to follow relevant legislation that may vary based on what you are licensing.
  • Think about how taxes will work When paying royalties, you may be able to claim them as a business expense on your taxes. Meet with your tax professional to learn how to properly report these expenses.
  • Research the other party Before getting into a licensing agreement, learn more about the other party. Get to know how the public views them before associating your business with them. Likewise, check to see how they operate. Visiting their office and seeing their processes up close are all parts of protecting your own business.
  • Think about every possible situation What if a licensee won't pay? What if they go bankrupt? What if the licensor wants to transfer ownership to another party? Being prepared for any scenarios can help the agreement go smoothly.

Having a well-written licensing agreement is important for both licensees and licensors. It is always recommended to consult legal counsel for these matters so that you can work with a professional that specializes in licensing. If your business needs help at any point throughout the process, our team of contract lawyers can help. Whether it be drafting up the entire agreement or reading over your own template, we have the expertise to make sure it's done right.

See Real Licensing Agreement Projects

California Contract for Access to Digital / Cloud Platform Drafting
  • California
  • 3 lawyer bids
  • $400 - $500
View Details
New York Artwork Licensing Agreement for Printing Company Drafting
  • New York
  • 4 lawyer bids
  • $250 - $1,200
View Details
Maryland Book Commission License Drafting
  • Maryland
  • 2 lawyer bids
  • $800 - $995
View Details
New York Licensing Agreement Drafting
  • New York
  • 7 lawyer bids
  • $450 - $1,950
View Details
California Licensing Agreement Contract for Streaming Service Drafting
  • California
  • 11 lawyer bids
  • $850 - $2,995
View Details
Arizona kognitiveworks contract Drafting
  • Arizona
  • 8 lawyer bids
  • $700 - $1,200
View Details

See all Licensing Agreement projects


ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.


Need help with a Licensing Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 22,830 reviews

Meet some of our Licensing Agreement Lawyers

Tsion L. on ContractsCounsel
View Tsion
4.7 (3)
Member Since:
December 19, 2024

Tsion L.

Fractinal General Counsel
Free Consultation
Los Angeles, California
14 Yrs Experience
Licensed in CA
Stanford Law School

Seasoned Fractional COO and Legal Counsel with a proven track record of driving operational excellence and legal compliance in high-growth companies. Skilled in developing and executing strategic plans, optimizing business processes, and managing complex legal matters. Demonstrated ability to draft commercial, partnership, and sponsorship agreements, file trademark applications and manage IP portfolios, support corporate filings and board governance. Industries served: small and medium sized small business, cannabis, hemp, consumer goods, e-commerce, SAAs and health and wellness.

Recent  ContractsCounsel Client  Review:
5.0

"Great experience, very responsive and professionally handled our needs."

Michael K. on ContractsCounsel
View Michael
5.0 (82)
Member Since:
June 28, 2021

Michael K.

Associate Counsel
Free Consultation
Miami, FL
8 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.

Recent  ContractsCounsel Client  Review:
4.0

"I’m so glad I chose Michael. He was so helpful. I made the best choice in picking him."

Scott S. on ContractsCounsel
View Scott
5.0 (67)
Member Since:
October 27, 2021

Scott S.

Attorney
Free Consultation
New York, NY
19 Yrs Experience
Licensed in NY
Benjamin Cardozo School of Law

I specialize in business law and contracts, with an emphasis on commercial transactions and negotiations, document drafting and review, employment, business formation, e-commerce, technology, healthcare, privacy, commercial real estate, data security and compliance. Specifically, I've drafted, reviewed and/or negotiated thousands of MSA's, NDA's, TOS', SAAS, sales, service, managed services, referral, reseller, royalty, finder’s fee, employment, contractor, consulting, advertising, marketing, manufacturing, distribution, management, artist, author, agency, photography, rental, lease, vendor, partnership, website, platform, application, privacy, non-compete, non-circumvent, confidentiality, IP ownership and licensing agreements so I'm very familiar with these types of documents. Practicing law since 2006, I worked in-house before starting my own solo practitioner law firm in 2011. I've worked with individuals and start-ups, Fortune 500 companies, and every type of entity in between, always providing quality legal work that fits the exact needs of the person and/or business. I’m a graduate of the Benjamin Cardozo Law School and also have an English degree from Penn.

Recent  ContractsCounsel Client  Review:
5.0

"Scott helped me reviewed the contracts and saved me from getting into a trap of an outsourced sales services provider from Philippines and Australia"

Daehoon P. on ContractsCounsel
View Daehoon
4.8 (223)
Member Since:
November 26, 2021

Daehoon P.

Corporate & M&A | Venture Capital, Private Equity & Web3 Counsel | Real Estate Transactions
Free Consultation
New York, NY
10 Yrs Experience
Licensed in NY
American University Washington College of Law

Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services

Recent  ContractsCounsel Client  Review:
5.0

"Thank you, you have been good to me, fast follow ups, very knowledgeable, definitely interested in your services again if business goes well."

Ramanathan C. on ContractsCounsel
View Ramanathan
4.8 (81)
Member Since:
January 20, 2022

Ramanathan C.

Attorney
Free Consultation
New York
8 Yrs Experience
Licensed in NY
London School of Economics and Political Science

Triple Qualified New York Attorney, Australian Lawyer & Enrolled NZ Barrister & Solicitor

Recent  ContractsCounsel Client  Review:
5.0

"Rama was timely and responsive to all my needs & questions. From day one, he presented a tailored proposal for my project that felt personalized and thoughtful. He is pleasant to work with and professional with his legal advice. I'd be happy to work with him again."

Bryan R. on ContractsCounsel
View Bryan
5.0 (6)
Member Since:
May 13, 2026

Bryan R.

Contracts Attorney & Legal Counsel
Hanover, MD
14 Yrs Experience
Licensed in MD
The George Washington University Law School

Bryan J. Reddix is an experienced attorney and contracts management professional with over a decade of expertise navigating complex commercial and government contracting. Serving as both internal General Counsel and a senior Contracts Director, Bryan specializes in drafting, negotiating, and risk-mitigating a wide spectrum of agreements across the technology, federal procurement, and small business sectors. His deep familiarity with the Federal Acquisition Regulation (FAR/DFARS), corporate compliance, and intellectual property allows him to provide holistic, strategic legal guidance that protects business interests while driving profitability.

Recent  ContractsCounsel Client  Review:
5.0

"Bryan was informative and guided us on lot of questions. would love to work with him again on some other initiative"

Amy T. on ContractsCounsel
View Amy
Member Since:
May 13, 2026

Amy T.

Owner
Free Consultation
Aurora, Ohio
13 Yrs Experience
Licensed in OH
Thomas Cooley

Northeast Ohio attorney providing comprehensive legal services in business law, real estate law, estate planning, and transactional matters for individuals, entrepreneurs, and growing companies. Practice areas include business formation and structuring, contract drafting and review, partnership and operating agreements, commercial transactions, business purchases and sales, and ongoing legal counsel for small and mid-sized businesses. Also represents clients in residential and commercial real estate matters, including purchases, sales, leases, title and closing issues, and property-related agreements. Estate planning services include wills, trusts, powers of attorney, healthcare directives, and probate and estate administration designed to protect clients’ assets and long-term goals. Known for practical guidance, responsive communication, and helping clients navigate complex legal matters with clarity and confidence.

Find the best lawyer for your project

Browse Lawyers Now

Lawyer Reviews for Licensing Agreement Projects

kognitiveworks contract

5.0

"Thank you!"

Arizona
Drafting
Licensing Agreement
ContractsCounsel User

Review Children’s Book Illustration Agreement: Copyright, Royalties, and Licensing

5.0

"Dolan was awesome to work with. He was thorough, responsive, and explained everything clearly. I truly appreciate all the time and care he put into helping me finalize my agreement. I highly recommend him!"

Louisiana
Review
Licensing Agreement
ContractsCounsel User

ELITEAM Financial Licensing Agreement

5.0

"Great work, professional and will recommend!"

Washington
Drafting
Licensing Agreement
ContractsCounsel User

Review Licensing Agreement

5.0

"Super Fast and Very Easy to Work With!"

Reply From Tabetha H.

View More
California
Review
Licensing Agreement
ContractsCounsel User

Review Set of 4 Art Consulting, Commission and Licensing agreements

5.0

"Alex is very professional, responsive and easy to work with!"

South Carolina
Drafting
Licensing Agreement
ContractsCounsel User

Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.

View Trustpilot Review

Need help with a Licensing Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 22,830 reviews
Intellectual Property lawyers by top cities
See All Intellectual Property Lawyers
Licensing Agreement lawyers by city
See All Licensing Agreement Lawyers

ContractsCounsel User

Recent Project:
Contract for Access to Digital / Cloud Platform
Location: California
Turnaround: A week
Service: Drafting
Doc Type: Licensing Agreement
Number of Bids: 3
Bid Range: $400 - $500
User Feedback:
It was an absolute pleasure working with Ashley. She immediately understood what my needs were in terms of drafting a contract. The entire process – from start to finish – was over in the blink of an eye, and Ashley delivered the exact contract that I needed to ensure that my interests were protected. If I ever need assistance with a contract in the future, ContractsCounsel and Ashely will be at the top of my list.

ContractsCounsel User

Recent Project:
Artwork Licensing Agreement for Printing Company
Location: New York
Turnaround: A week
Service: Drafting
Doc Type: Licensing Agreement
Number of Bids: 4
Bid Range: $250 - $1,200
User Feedback:
Pure gold. Stop searching, go with Jane.

Need help with a Licensing Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 22,830 reviews

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