What Should I Include in a Licensing Agreement?

What Should I Include in a Licensing Agreement?

It takes more than inspiration to bring an idea from conception to execution; it takes time, patience and hard work. After that, it’s time to show your creation to the world, but that may require resources you don’t have. For that, you’ll need to draft a licensing agreement. If you need to know what you should include in a licensing agreement, please read on, then contact an experienced Bergen County, NJ intellectual property attorney immediately.


Simply put, a licensing agreement is a legal, written contract between two parties wherein the property owner gives permission to another party to use an idea, brand, patent, software, technology, logo or trademark while being able to make a profit off it. This gives the licensor the right to grant others the ability to utilize, market, manufacture, distribute or sell the owner’s work. Through the licensing agreement, the licensor can dictate the standards by which his or her idea can be used. These standards can include:

  • Confidentiality
  • Exclusivity
  • Sub-licensing opportunities
  • Territory
  • Time frame
  • Indemnification
  • Royalty specifications.

This agreement should also specify the owner’s expectations from the use of his or her intellectual property.


Yes, so long as you have worked out a termination clause. As a part of said termination clause, you can state under what conditions the license can be revoked and specify the process for termination. For example, the termination clause may provide that if one or both parties materially breach the agreement, the other party may terminate with written notice and an opportunity to cure, i.e. an opportunity for the offending party to fix the breach.


When a party breaches a license agreement, they are unlawfully acting against a binding legal document. If the licensing agreement is breached beyond recovery, parties may pursue legal remedies such as injunctions, actual damages like lost royalty fees, cancellation of the contract, arbitration or additional royalties. If the parties had previously agreed to a revocable license, the licensor may at any time during the term of the agreement terminate said license with or without cause. If your license itself was infringed, offending parties may also face additional penalties such as statutory damages, recovery of attorney’s fees and even, in very rare instances, criminal penalties. Whether you are looking to draft a new licensing agreement or enforce an existing one, you will need a competent Bergen County, NJ IP licensing attorney to represent you.

Contact our Firm 

The Law Offices of Richard E. Novak, LLC has over 25 years of experience helping clients through tough times when they need it most. If you need assistance with any intellectual property, traffic violations, or business law matters, our firm is here to help. It is critical that you pick the right attorney who can protect your rights. Contact The Law Offices of Richard E. Novak, LLC for a consultation.