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A limited license agreement is a contract between two parties and concerns the limitations around licensing and trademarks. A limited license agreement does not grant intellectual property ownership to the receiving party.
It only grants them the right to use the intellectual property in specific ways for a certain time or until conditions are met. For example, a party may want to consider using one if they have an idea but don't plan on pursuing it themselves, or if they have developed something already but want others to take over so that they can focus on other projects.
Below is a list of common sections included in Limited License Agreements. These sections are linked to the below sample agreement for you to explore.
LIMITED INTELLECTUAL PROPERTY LICENSE AGREEMENT
This Agreement is entered into as of , 200 , between CareView Communications, Inc., a Nevada corporation and CareView Communications, Inc., a Texas corporation (collectively, “Licensor”) and , LLC (“Licensee”).
WHEREAS, Licensor has developed a system of products and services (the “System”) that it markets and sells under the CareView System ® trademark; and
WHEREAS, one of the entities that comprise Licensor entered into a contract with [insert name of Project Hospital here] dated [insert date of Project Hospital Contract here] (the “Contract”) to provide products and services under the System to it; and
WHEREAS, one of the entities that comprise Licensor assigned its rights and obligations under the Contract to Licensee and Licensee accepted such assignment; and
WHEREAS, this Limited Intellectual Property License (this “Limited License”) is needed by Licensee to enable it to perform the obligations assumed by it under the Contract;
NOW, THEREFORE, acknowledging consideration, the parties agree as follows:
1. License . Licensor grants to Licensee a non-exclusive, royalty free license, upon the terms and conditions and subject to the limitations set forth in this Limited License, to use the System, and all the products and services encompassed thereunder, to perform the obligations (the “Contract Obligations”) under the Contract, which Contract Obligations have now been assumed by Licensee. The grant of this license includes, without limitation, the right of Licensee to use all inventions, patents, trade secrets, copyrights, software programs, works of authorship, trademarks, service marks and other intellectual property rights now owned or licensed, or in the future developed, owned and/or licensed by Licensor, that comprise the System and/or the products and services thereunder (the “System IP”) in connection with its performance of the Contract Obligations.
2. Term . This license shall commence as of the effective date hereof and shall continue until the Contract, including any extensions or renewals thereof, terminates.
3. Assignment of Rights . This Limited License and the rights granted under this Limited License may not be sublicensed or assigned, except that (a) they may be sublicensed by Licensee wholly or in part to a third party solely for the purpose of performing the Contract Obligations on behalf of Licensee, (b) they may be assigned by Licensee to a third-party (including an equity holder of Licensee) who has assumed Licensee’s the rights and obligations under the Hospital Contract, and (c) they may be pledged as security for any obligations of Licensee to an equity holder of Licensee and may be assigned pursuant to a foreclosure of such security to a third party who has assumed Licensee’s the rights and obligations under the Hospital Contract.
3. Use Limitations . The rights granted in this Limited License are subject to the following limitations: