Sample License Agreement
THE SAMPLE LICENSE FORMAT PROVIDED BELOW IS AN EXAMPLE FOR DISCUSSION PURPOSES ONLY. WE ARE NOT ATTORNEYS.
THIS WAS NOT PREPARED BY AN ATTORNEY.
The example below illustrates the level of detail that it is possible to achieve with a simple agreement.
It covers most of the obligations and options agreed to for both sides of the transaction.
sample license agreement text
THIS LICENSE AGREEMENT (the "Agreement") is made and entered into as of the ____________________ by and between ____________________ , a ____________________based Corporation ("Licensor") and ____________________, a ____________________Corporation/Firm("Licensee").
RECITALS
Licensor owns and conducts operations in the property located at ____________________, _____ Floor, ____________________, ________________________________________ known as the ___________________Building (the "Building").
Licensee (who currently resides at ____________________desires to utilize certain office space within the _____Floor of the Building and Licensor is willing to grant Licensee a license to do so, upon the terms and conditions contained herein.
NOW THEREFORE, for good and valuable consideration, and intending to be legally bound hereby, the parties hereby agree as follows.
Grant of License: Licensor hereby grants to Licensee a license (the "License") to enter into and utilize Room (Office) #_____ (consisting of _____square feet, facing_____Street), and Workstation "_____" (representing a one-person workstation) on the _____Floor of the Building ("EXHIBIT A" — Office & Workstation Floor Plan ________________) — the "Licensed Premises" for general office use, as the case may be, and for no other purpose, and together with Licensor and its employees and invitees, and other licensees of the Building, and subject to scheduling by the manager of the Building. Building access is granted "24/7/365" (subject to change by Building Management) and in addition to the "Licensed Premises" Licensee is granted usage of the following common areas: Reception Area, Conference Rooms ("up to_____hours per month, by appointment and based on availability"), Mail Room, Pantry, Lunch Room and Restrooms.
Condition of Licensed Premises: Licensor will deliver the Licensed Premises in its present "as is" condition — Office #________ "unfurnished"; Workstation "A". "furnished" including I (one) lateral file 3 drawer (under the desk unit), I (one) desk chair and 1 (one) bookcase. Licensee shall make no alterations to the Licensed Premises without the prior written consent of Licensor and agrees to seek prior approval for the placement of all additional office furniture with regard to specifications (model, size and color for metal file cabinets) that Licensee intends to acquire, and place (visibly) within the office space.
Term/Termination: The term of this Agreement shall be ________ months, commencing on the date hereof and expiring on _____________; provided, however, that Licensor may terminate this Agreement upon ________days written notice in the event of a breach of this Agreement by Licensee, if this breach remains uncured for such 10 (ten) day notice period. Licensee shall then vacate the Licensed Premises and the Building on or before the effective date of the termination of this Agreement, and shall leave the Licensed Premises and the Furniture clean and in good order and condition. Any and all property issued to Licensee or its employees by Licensor (including, without limitation, identification badges and keys to the Licensed Premises) shall be returned to Licensor immediately upon the effective date of the termination of this Agreement.
In the event that Licensee terminates the License Agreement prior to the _____ month, the Service Retainer/Security Deposit, with this "Paragraph 7", will be retained by Licensor and applied towards any License Fee(s) owed for the remainder of the License Agreement.
License Fee/Expenses: In exchange for the License, Licensee shall pay to Licensor a Fee in the amount of $______________per month, which shall be paid in advance on the first dayof each month. Licensee agrees to an increaseof the annual License Fee by ______% per annum (effective on the _____ of _____________each year after the first year) to cover the annual cost increase of Licensor's overall operating expenses including, but not limited to, license fees, real estate taxes, general office supplies, electricity, and service contracts.
License Fee Commencement: subject to the payment of theService Retainer/Security Deposit(Paragraph #7) and the first month's License Fee (Paragraph #4) along with the submission of an executed License agreement _____________. If all terms are met Licensee shall have prior access to move-in and S e t up IT, etc.
License Extension:Licensee shall have the option to extend the license for an additional ________years under all the same, continuing terms and conditions, subjectto Licensor'sapproval. Licensee must notify Licensor of its intention to extend the termof the license to__________, by electronic mail attachment. Licensor must respond, in writing, ___________________, confirming Licensor's agreement to a _________year extension of the License, by electronic mail attachment, in order for any term extension beyond the initial__________year term to become effective.
Security Deposit:
Licensee agrees to deposit $_____________ as security for Licensee's compliance with this License (amount due upon signing this agreement). The remaining and unused portion of the Service Retainer, if any, will be returned, without interest, upon the completion of the following conditions: (l) the expiration of the Term of this License, (2) the removal of Licensee's personal property from the office, (3) Licensee's payment in full of any and all License Fees and other fees due hereunder, and (4) the return to Licensor of all of the Building and Office keys and identification cards provided by Licensor.
Licensor agrees that if the Service Retainer has not been drawn upon, Licensee may use 50% of the Service Retainer equaling $___________as the ____month's License Fee payment (month of _____________). Thereafter — should Licensor and Licensee agree to a renewal of this License after its expiration on _____________ — Licensor agrees to accept the remaining funds of $_______________as a newly established Service Retainer.
Building Pass & Smart Card Access System: Licensor agrees to provide Licensee with 3 (three) building passes that will be programmed to the _______ floor smart card access system (Office #______ and Workstation '________" = I (one) permanent occupant each).
Telephone Usage: Licensor will equip the Licensed Premises (Office #_____ and Workstation _____), for Licensee's use, with a total of _____ VolP phone devices and _____direct line extension. Licensor will not charge Licensee for "domestic phone calls". Any "international phone calls" made by Licensee shall be invoiced separately, on a monthly basis, and be paid by Licensee upon receipt. Licensor agrees to the "porting" of Licensee's existing phone number (_________________) and Licensee may keep its "ported" phone number (or direct line extension) after the expiration of this License Agreement.
Internet/Wi-Fi Usage: Licensor agrees to provide Licensee's "Licensed Premises" with free of charge Internet and Wi-Fi service as part of the License Agreement. Included: "6 Mbps x 6 Mbps" for each, Office #______ and Workstation ____. Additional capacity can be provided at $_______ per each additional one (l) Mbps/ per month.
Use of Equipment: In connection with the License Licensor permits Licensee access, and usage, of the following equipment (the "Equipment"): Copier, Scanner, Printer, Facsimile and Shredder (Small & Large Mail Room), Hot Beverage Machine, Water Dispenser, Refrigerator, Dishwasher (Pantry). Licensee shall be solely responsible for any damage to any of the Equipment caused by Licensee or its employees and/or invitees. Subject to Licensor's approval, Licensee may store and use its own equipment ("Licensee's Equipment") at the Licensed Premises. Licensee shall at all times be solely responsible for Licensee's Equipment, and hereby forever releases Licensor from any and all liability related to any damage to or loss of Licensee's Equipment.
Additional Provisions Addendum: As part of this License Agreement and for the "Licensed Premises" Licensor agrees to provide, and include, the following services, and amenities, to Licensee at no extra charge:
Furnished and decorated General Reception Area (the Reception Desk is not staffed on a full time basis!).
Professional Office Manager.
Directory (Licensee's name and company name in building lobby directory (not visible), Licensee's company name within the ______Floor reception area (visible).
Hot Beverages & Water (Hot Beverage System and Water Cooler in Pantry).
HVAC (plus Building and Supplemental Unit ____Floor).
Electricity.
Mail & Package Receipt & Distribution.
Usage of Copier, Printer and Scanner (up to ___________ pages/month.
Professional Shredding Service (normal business use).
Office Cleaning & Garbage Collection (daily/overnight).
As part of this License Agreement and for the "Licensed Premises" Licensee agrees to an additional fee for the following service:
Excess Internet use beyond capacity as described in "paragraph 10". International Phone Service.
Excess Conference Usage (after _______hours per month) at $_____/hr for the 'Large Conference Room' and $____/hr for any of the 'Small Conference Rooms'.
Excess copying, printing or scanning (more than 2,000 (Two Thousand) pages/month).
Building Freight Elevator "after hour usage" (charges per overlease as billed by Bldg.Mgmt).
Parking: The License Agreement shall not include parking access for Licensee and Licensee's employees and/or invitees.
Access by Licensor: Licensor shall have free access to the Licensed Premises at all reasonable times (24 hour minimum notice except in case of emergencies), for the purpose of examining the Licensed Premises or making any alterations, repairs or improvements thereto which Licensor may deem necessary for the preservation of the Licensed Premises; provided, however, Licensor shall exercise reasonable efforts to avoid or minimize any interference with Licensee's business operations.
Confidentiality: Licensee and Licensor equally acknowledge and agree that any and all information obtained or received by Licensee regarding Licensor, respectively received by Licensor regarding Licensee, including, but not limited to, business strategy, service offerings, plans, projections, intellectual property, trade secrets (as defined under applicable law), and other financial and non-financial information, whether or not such information is marked "confidential" or described as confidential at the time of its disclosure, whether disclosed orally, in writing or by any other means, shall be deemed to be "confidential information" for purposes hereof. Licensee and Licensor shall not disclose the confidential information to any third party at any time during the term of this Agreement or thereafter.
Compliance with Laws, Rules and Policies: Licensee shall comply with all federal, state and local laws and shall abide by all rules and policies related to the Building adopted by Licensor (including, without limitation, rules and policies related to use and possession of identification badges, keys and other property that may be issued to Licensee in connection with the License), as the same may be revised from time to time.
Environmental: Licensee shall not use, manufacture, release, treat, store, dispose of or generate at, on or about the Building any Hazardous Substances (as hereinafter defined) without the consent of Licensor. "Hazardous Waste", or "Solid Waste" in any Environmental Law (as hereinafter defined), and oil and petroleum products, asbestos, polychlorinated biphenyls, urea formaldehyde, lead-based paint and biomedical waste. The term "Environmental Law" includes any federal, state and local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the environmental conditions on, under or about the Building.
Insurance: Licensee shall, at its own expense, secure and maintain in full force and effect, the following insurance coverage:
General liability insurance covering Licensee's use of the Licensed Premises, on an occurrence basis, with minimum limits of $-_________________ with respect to bodily injury or death to one person, and no less than $_____________________ with respect to any one accident, and not less than $_____________________ with respect to property damage; and
Workers' compensation insurance covering all persons employed in connection with any work done on or about the Building.
Such insurance shall be written by companies in recognized financial standing which are authorized to engage in the insurance business in New York,and such insurance — of paragraph (a) — shall name
Licensor as an additional insured. Licensee shall deliver to Licensor promptly after the execution of this Agreement, a certificate of insurance satisfactory to Licensor, evidencing the insurance which is required to be maintained by Licensee pursuant to subparagraphs (a) and (b) above, and Licensee shall, within 30 (thirty) days prior to the expiration of any such insurance, deliver a certificate of insurance evidencing the renewal of such insurance.
Notices: Any notice required to be given by either party upon the other shall be in writing and shall be given by electronic mail attachment to Licensor at ________________.com (Attention: __________); and to Licensee at ________________.com (Attention: ________________); or at such other e-mail address as may be specified by either party from time to time, in writing, delivered to the other party in accordance with this "Paragraph 19".
Indemnification: Licensee shall be solely responsible for, and agrees to indemnify, defend and hold harmless Licensor and its Directors, officers, employees, agents, successors and assigns from and against, any and all damages, expenses, liabilities, demands, losses, claims, actions, judgments and costs of any kind including, without limitation, reasonable attorneys' fees (collectively, "Losses"), which Licensor may incur arising from or in any manner related to this Agreement or Licensee's exercise of the Licensee. The foregoing indemnity shall survive the termination of this Agreement.
Miscellaneous: This Agreement and License referenced therein: (a) contains the entire agreement between the parties relating to the subject matter hereof, and any modification shall be in writing and signed by the parties; (b) may not be assigned by Licensee; (c) shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; and (d) shall be governed by the laws of the State of ___________, and without regard to conflicts of law principles, jurisdiction and venue for any action or claim arising hereunder shall lie exclusively in the courts of _____________ County, and each party irrevocably consents to the personal and subject matter jurisdiction of said courts, and to service of process. The Recitals to this Agreement are incorporated by reference herein. IN WITNESS WHEREOF, the parties have executed this License Agreement as of the date first above written. Licensee __________________ Licensor:___________________
Title: _____________ Title: _____________ EIN:
EXHIBIT A Floor Plan Showing Location Of Office(s) and Workstation(s)
SUMMARY:This example includes options for the following:
Conference room use cap
Furniture description
Start date, Expiration date
Access
Fees and cost for optional services
Extension option
Security deposit (and burn-down as prepaid license fees)
Mutually agreed renewal option
Access
Internet service capacity and costs
Phone system description and costs
Available (included or not) equipment list
General services provided and space conditions
Parking
Insurance
You should always use your own attorney to draft all of the documents you intend to use to rent or license offices to your new tenant. You should never enter an agreement to rent extra offices on the basis of a verbal or handshake agreement. You should always have proper documentation that clearly sets forth all of the terms and conditions the Host and Guest will be subject to, that is agreed to, signed, and transmitted to both parties.