Content License Agreement Template

CONTENT LICENSE AGREEMENT

Date: Date

Between:

Licensor: Licensor Name/Company Name

Address: Address ("Licensor," "we," "us," or "our")

AND

Licensee: Licensee Name/Company Name

Address: Address ("Licensee" or "you")

RECITALS

WHEREAS, Licensor owns certain content including Text/Images/Video/Audio/Software/Other (the "Content"); and

WHEREAS, Licensee wishes to obtain a license to use the Content under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. LICENSED CONTENT

### Description of Content The following content is licensed under this Agreement:

Content Type: Article/Photography/Video/Illustration/Music/Software/Course/Other

Content Description:

Detailed description of the licensed content

Content Identification:

• Title: Title
• File name(s): File names
• Content ID: ID number if applicable
• URL: If applicable

Included Elements:

• List all components included in license
• Source files: Yes/No
• Fonts/Assets: Included/Not included
• Documentation: Included/Not included

### Content Delivery

Format: File format(s)

Resolution/Quality: Specifications

Delivery Method: Download/Email/Physical media/Other

Delivery Date: Date or timeframe

2. LICENSE GRANT

### Scope of License

Licensor grants to Licensee a:

Type of License:

Exclusive license (no one else, including Licensor, may use the Content) Non-exclusive license (Licensor may license to others) Sole license (Licensor retains rights but will not license to others)

Rights Granted:

Licensee may:

• Use the Content for the purposes specified below
• Reproduce the Content
• Display the Content publicly
• Distribute the Content as part of authorized projects
• Create derivative works (if permitted below)
• Other specific rights

Permitted Uses:

Commercial use Editorial use Educational use Personal use only

Specific use: _______________________

Platforms/Media:

Print materials Digital/Online use Social media Broadcast (TV/Radio) Advertising and marketing Product packaging Websites and applications All media

Limited to: _______________________

### Derivative Works

Licensee MAY create derivative works based on the Content Licensee MAY NOT create derivative works

Derivative works permitted with restrictions: _______________________

If derivative works permitted:

• Ownership of derivatives: Licensee/Shared/Licensor
• Must credit original: Yes/No
• Must share derivatives: Yes/No

### Sublicensing

Licensee MAY sublicense to third parties Licensee MAY NOT sublicense Sublicensing permitted with prior written approval

### Attribution

Attribution required: Credit as "Licensor Name" or Specific credit line Attribution appreciated but not required No attribution required

Attribution placement: Where credit should appear

3. RESTRICTIONS AND PROHIBITED USES

Licensee MAY NOT:

• Use Content in manner that violates any law or regulation
• Use Content for defamatory, libelous, or unlawful purposes
• Use Content in pornographic or adult content
• Use Content to create competing product or service
• Claim ownership or authorship of Content
• Register copyrights in Content in Licensee's name
• Remove or alter copyright notices or watermarks
• Use Content in logos or trademarks (without separate permission)
• Resell, redistribute, or relicense Content as standalone files
• Other specific restrictions

Sensitive Use Restrictions:

Content may not be used in connection with:

• Political campaigns or endorsements
• Tobacco, alcohol, or drug-related content
• Controversial or sensitive topics
• Other prohibited uses

4. TERRITORY AND DURATION

### Territory This license is valid for use in:

Worldwide

Specific countries/regions: _______________________

Other territorial restrictions

### Duration

License Term:

Perpetual (forever) Number years from date of agreement From Start Date to End Date Until project completion

Other: _______________________

Renewal: Automatic renewal

Optional renewal No renewal

### Usage Limits

Unlimited uses within scope Limited to Number uses/impressions Limited to Number copies

Limited to specific project: _______________________

5. COMPENSATION

### License Fee

Total License Fee: \$Amount

Fee Structure:

One-time payment Annual fee Royalty-based: Percentage% of Revenue/Sales/Other Per-use fee: \$Amount per use

Tiered pricing based on: _______________________

Payment Schedule:

• Initial payment: \$Amount due Upon signing/Other
• Subsequent payments if applicable

### Royalties (if applicable)

• Royalty rate: Percentage% of Net/Gross revenue
• Minimum royalty: \$Amount per Period
• Payment frequency: Monthly/Quarterly/Annually
• Reporting required: Yes/No - Frequency

### Payment Terms

• Payment method: Check/Wire/Credit card/Other
• Payment due: Net 30 days/Upon signing/Other
• Late payment fee: Percentage% per month

### Taxes Licensee responsible for all applicable taxes, fees, and duties.

6. INTELLECTUAL PROPERTY RIGHTS

### Ownership

• Licensor retains all ownership and copyright in Content
• This Agreement does not transfer ownership
• Licensee receives only licensed rights specified herein

### Copyright Notice Licensee shall include copyright notice: "© Year Licensor Name. All rights reserved." where appropriate.

### Reservation of Rights All rights not expressly granted to Licensee are reserved by Licensor.

7. REPRESENTATIONS AND WARRANTIES

### By Licensor Licensor represents and warrants:

• Owns or controls all rights in the Content
• Has authority to grant this license
• Content does not infringe third-party rights
• Content does not violate any law
• Content is free from defects (for software/digital products)

### By Licensee Licensee represents and warrants:

• Has authority to enter this Agreement
• Will use Content only as authorized
• Will comply with all applicable laws
• Will not infringe third-party rights

### Disclaimer

EXCEPT AS EXPRESSLY PROVIDED ABOVE, CONTENT PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

LICENSOR DOES NOT WARRANT CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED.

8. INDEMNIFICATION

### By Licensor Licensor shall indemnify Licensee against third-party claims that Content infringes intellectual property rights, provided such use is within scope of this license.

### By Licensee Licensee shall indemnify Licensor against claims arising from:

• Licensee's unauthorized use of Content
• Violation of this Agreement
• Combination of Content with other materials
• Derivative works created by Licensee (if permitted)

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Limitation of Damages:

NEITHER PARTY LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

Cap on Liability:

LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE UNDER THIS AGREEMENT.

Exceptions:

Limitations do not apply to:

• Gross negligence or willful misconduct
• Breach of confidentiality
• Indemnification obligations
• Matters that cannot be limited by law

10. CONFIDENTIALITY

Both parties agree to maintain confidentiality of:

• Terms and pricing of this Agreement
• Proprietary information exchanged
• Any information marked confidential

Confidentiality obligations survive termination of Agreement.

11. TERMINATION

### Termination for Convenience Either party may terminate with Number days written notice No termination for convenience permitted

### Termination for Cause Either party may terminate immediately if other party:

• Materially breaches and fails to cure within Number days
• Becomes insolvent or files for bankruptcy
• Violates intellectual property rights

### Effect of Termination

Upon termination:

• Licensee must cease all use of Content
• Licensee must destroy all copies of Content
• Materials already distributed may: Must be recalled/May remain in market
• Fees paid are Non-refundable/Prorated
• Provisions regarding confidentiality, indemnification, and limitation of liability survive

Surviving Rights:

All rights terminate immediately Rights survive for materials already in distribution

Other: _______________________

12. COMPLIANCE AND AUDIT

Licensor may, upon Number days notice, audit Licensee's use of Content to ensure compliance with this Agreement.

Audits during normal business hours, no more than Number times per year.

If audit reveals underpayment exceeding Percentage%, Licensee pays audit costs.

13. CREDIT AND SAMPLES

### Promotional Use

• Licensor may use Licensee's use of Content for promotional purposes: Yes/No
• Licensor may include in portfolio: Yes/No

### Samples Licensee shall provide Licensor with Number copies/samples of final use of Content for Licensor's records.

14. GENERAL PROVISIONS

### Entire Agreement This Agreement constitutes entire agreement and supersedes all prior negotiations.

### Amendments Modifications must be in writing and signed by both parties.

### Assignment

• Licensee may not assign without written consent
• Licensor may assign to successors or affiliates

### Governing Law This Agreement governed by laws of State/Country, without regard to conflict of laws principles.

### Dispute Resolution Disputes resolved through: 1. Good faith negotiation 2. Mediation in Location 3. Binding arbitration or litigation in Jurisdiction

### Severability If any provision is invalid, remaining provisions remain in effect.

### Waiver Failure to enforce any right is not waiver of that right.

### Notices All notices to addresses above or as updated in writing.

### Relationship Parties are independent contractors. No partnership, joint venture, or agency created.

SIGNATURES:

LICENSOR:

Signature: _______________________

Name: Name

Title: Title

Company: Company Name

Date: _______________________

LICENSEE:

Signature: _______________________

Name: Name

Title: Title

Company: Company Name

Date: _______________________

EXHIBIT A: LICENSED CONTENT

Attach detailed description, specifications, or list of licensed content

EXHIBIT B: APPROVED USES

Attach specific examples or descriptions of approved uses

EXHIBIT C: PAYMENT SCHEDULE

Attach detailed payment terms if applicable