Free Alabama License Agreement

The Licensor will want to make sure that this provision is included. If the agreement requires a royalty payment it is recommended that the optional phrase "including the obligation to make a royalty payment" be included. The Licensee will want to include the optional provision that allows the Licensee to "cure" the default by taking corrective action prior to the end of the specified notice period.

A License Agreement should include provisions that: (i) make it clear that the agreement contains the entire agreement of the parties, (ii) require changes to the agreement to be in writing, signed by both parties, (iii) protect the agreement if one of its provisions is unenforceable, (iv) specify the effect of a party's failure to always strictly enforce the terms of the agreement, and (v) specify which state's laws will govern disputes between the parties.

It may be prudent to define the geographic area to which the License Agreement will apply. If the license will have the right to market the licensed product anywhere, the geographic area may be described in very broad, inclusive terms, such as "all of North America" or "the entire United State and its territories."

Occasionally, certain markets will be targeted by one or more licensees who will have the right to use or sell the licensed product in that geographic area, but no where else. In such a circumstance, the geographic area should be defined clearly, such as "anywhere within a 200-mile radius of Waterloo, Iowa" or a "three state region of Minnesota, Wisconsin, and Iowa."

The Licensor either owns the licensed property outright or owns the right to license the property to others. Under the License Agreement the Licensor then grants the Licensee either an "exclusive" or "non-exclusive" license to use the licensed property. The grant is "exclusive" if only the Licensee (and not other third parties) will have the license. The grant is "non-exclusive" if the Licensor also makes similar grants to other parties. For example, a screen printer who owns the "exclusive" right to print the "University of Iowa" logo on T-shirts may grant "non-exclusive" licenses to several marketers or retailers to sell such T-shirts.

A License Agreement is a document under which one party (the "Licensor") grants another party (the "Licensee") the right to use certain property. For example, the right to "use" may be the right to use the Licensor's trademark on the Licensee's product, or it may be the right to "sell" or "distribute" the Licensor's software.

The License Agreement is a simple but flexible document that provides a variety of optional paragraphs. If your situation presents unusual circumstances, or if you have any legal questions, you should consult a lawyer.

The Licensor may not want the licensed property to be modified in any manner, for example, with the use of a logo. In many cases, the Licensor may be willing to include a phrase that allows modifications, but only if the Licensor's consent has been obtained. This allows the Licensor the opportunity to protect the nature and value of the licensed product while remaining flexible to the Licensee's needs.

Despite licensing the use or sale of the product to another, the Licensor doesn't transfer ownership of the product to the Licensee. Title to the product remains in the Licensor, subject to the rights granted to the Licensee by the License Agreement. A statement in the Agreement clearly provides that the title and ownership remains in the Licensor.

Usually the Licensor charges the Licensee a fee (royalty payment) in connection with the sale or use of the licensed property. For example, the fee may be a "one-time" payment that is paid at the time of the signing of the agreement, or it may be a predetermined flat fee that is predetermined to be payable in installments. As an alternative, the fee may be based on the number of times that the Licensee uses or sells copies of the licensed property.

A Records paragraph requires the Licensee to maintain records and allows the Licensor to inspect the records by giving notice to the Licensee. This paragraph is important to the Licensor if a royalty payment will be charged and if the royalty is based on the number of copies of the licensed property that are sold. The right to inspect allows the Licensor to check on whether the royalty is being calculated properly.

1. The License Agreement should be signed and dated by both parties. It is not necessary that the signatures be witnessed or notarized. The Agreement becomes effective as of the date indicated in the document.

2. Both parties should retain a copy of the signed Agreement in a secure location.

3. The document should be reviewed periodically to ensure that the parties are each complying with their respective obligations.

A termination paragraph is an important provision. If disputes arise and it seems too costly to resolve the issues through arbitration or the court system, being able to terminate the agreement upon 30 days notice may be a way to resolve the situation. Please note that both options can be used. For example, a "one-year" agreement can be made by marking the second option and picking a date for automatic termination that is one year after the date that the agreement is made. In addition, the parties can provide for earlier termination by also choosing the first option, and allowing the parties to terminate by giving a specified amount of notice, perhaps 60 or 90 days.

This paragraph explains the effect of the License Agreement on parties who become "successors" to the parties. For example, if the Licensee "sells" or "transfers" its rights under the agreement to a third party, that third party is a successor to the Licensee's interest and becomes bound under the agreement. The second part of this provision allows the user to include a sentence that prohibits such transfers, unless the other party consents. In the above example, the Licensee would not be able to "sell" or "transfer" its rights to a third party, unless the Licensor's consent was first obtained.

Generally, the Licensor makes no warranties regarding the licensed product, although in some cases the Licensor may be willing to provide at least some type of "money-back" guaranty for a thirty day period. This type of guaranty could be added as a part of the "free-form" license agreement paragraph, but should be done only after consulting with a lawyer.