Copyright License Agreement
(With Enhanced Fallback Provisions) (Pro-licensee)

Summary

This copyright license agreement template grants an exclusive license to use the licensor's copyrighted works of authorship during the term. The agreement is drafted in favor of the licensee and has been enhanced with fallback provisions. This template includes practical guidance, drafting notes, and alternate and optional clauses. The following assumptions have been made for the purpose of this agreement but the provisions may be modified to accommodate different scenarios: • The licensee is an entity, not an individual. • The licensed rights will not be held jointly; there is only one licensee. • The licensor is an entity, not an individual. • The licensor is a single entity. • The copyright rights being licensed are in a single work. • The licensed work is registered with the U.S. Copyright Office, and the licensor has a valid certificate of registration for the licensed work. For a collection of practical guidance on intellectual property licensing, see Intellectual Property Licensing Resource Kit. For a full listing of issues and tasks commonly encountered by in-house counsel working on intellectual property matters, see In-House Intellectual Property & Technology Resource Kit. For basic copyright license agreements, see Copyright License Agreement (Pro-Licensor) and Copyright License Agreement (Pro-Licensee). For a more complex license agreement favoring the licensor, see Copyright License Agreement (With Enhanced Fallback Provisions) (Pro-licensor). For a copyright license agreement playbook favoring the licensor, see Copyright License Agreement (With Enhanced Fallback Provisions) Playbook (Pro-licensor). For a copyright license agreement playbook favoring the licensee, see Copyright License Agreement (With Enhanced Fallback Provisions) Playbook (Pro-licensee). For related content specific to copyright licenses, see Copyright Licenses: Key Provisions and Copyright License Checklist. For additional related content, see Copyright Fundamentals, Exclusive Rights of Copyright Owners, and Transfers of Copyright Ownership. See also Copyright Duration Chart and Copyright Duration Flowchart. For a detailed analysis of the statutory and contractual frameworks governing copyright transfers and licenses, see Nimmer on Copyright § 10.03.