License it without giving it away. Define the field of use, exclusivity, term, and royalty structure — and keep ownership of everything outside the license.
Free. No registration. No card. No catch.
What's happening here
Intellectual property — software, creative work, a brand, a process, a patent — can generate revenue without being sold. A license grants rights to use it under defined conditions while the creator retains ownership.
A company wants to use your software in their product. A brand wants to use your photography across their campaigns. A manufacturer wants to produce your design. A business wants to use your trademark in a specific market. The request is to use your IP — not buy it outright.
Without a license agreement, there are only two options: they use your work without permission (infringement) or you give them everything (assignment). A license is the middle ground — it grants exactly the rights you intend to grant, in exactly the scope you define, for exactly as long as you want.
A licensee who expands use beyond what you agreed to. An exclusive license that blocks you from licensing to others — when you meant non-exclusive. Royalties that don't get paid because the payment structure wasn't defined. All of these happen in informal or poorly drafted licensing arrangements.
The right agreement for this situation
Licensing agreements vary by IP type (software, creative work, trademark, patent), exclusivity terms, and payment structure. BizDraft adjusts the agreement based on what you're licensing and how.
Software or digital work
Grants rights to use, integrate, or distribute software, creative content, or digital assets. Defines permitted use, prohibited modifications, redistribution restrictions, number of seats or users, and termination for breach. Source code can be licensed without transfer of IP ownership.
Brand or mark
Grants rights to use your trademark in a defined market or territory. The licensor must maintain quality control over how the mark is used (otherwise the license may constitute trademark abandonment). Defines approved uses, approval rights, and termination for off-brand use.
Royalty structure
Instead of a flat fee, payment is calculated as a percentage of revenue or per-unit sales. Common in publishing, music, manufacturing, and patent licensing. Requires audit rights so the licensor can verify reported sales, minimum royalty floors, and clear royalty calculation methodology.
Full ownership transfer
If the deal is to sell the IP outright — not license it — an IP assignment transfers all ownership rights. Unlike a license, an assignment is permanent (unless the agreement includes a reversion clause). Use this when you intend the buyer to own everything with no ongoing relationship to the IP.
What BizDraft asks you
Software, creative content, trademark, patent, trade secret, or combination. Describe the specific work or asset. BizDraft uses this to draft the definition of licensed IP and scope of use.
The "field of use" — what the licensee can do with the IP. Internal use only? Commercial distribution? Integration into their product? Sublicensing to their own customers? The grant is only as broad as you specify.
Exclusive means only the licensee can use the IP in the defined scope — you can't license it to others. Non-exclusive means you can. Exclusive licenses command higher fees because they're more valuable. This choice has major commercial implications.
The license duration. Fixed term (1, 3, 5 years), perpetual, or tied to a project. Renewal options, auto-renewal, and termination-for-cause are all defined here.
Flat fee, recurring license fee, or royalty. For royalties: the percentage, the royalty base (gross revenue, net revenue, per unit), reporting frequency, minimum royalty floors, and audit rights.
Does the licensee stop use immediately? Are they allowed to sell through existing inventory? Must they delete or return copies? The termination mechanics are what make the license real — not just aspirational.
What to watch out for
"All rights to use" without defining the scope is effectively an assignment. Be specific about what rights are granted — use, modify, distribute, sublicense — and what rights are explicitly reserved by the licensor.
An exclusive license blocks you from licensing to others — even if the licensee doesn't use the IP productively. Include minimum royalty floors or performance milestones that, if not met, allow you to convert to non-exclusive or terminate.
Royalties based on the licensee's reported sales are only as reliable as the licensee's reporting. Without audit rights, you have no mechanism to verify what you're owed. Include a right to audit the licensee's books once per year, at your expense unless a shortfall exceeds a threshold.
Trademark law requires licensors to maintain quality control over licensed mark usage. A trademark license that grants unrestricted use without approval rights for how the mark is used risks "naked licensing" — which can result in trademark abandonment and loss of the mark entirely.
Example
What you tell BizDraft
"I'm licensing a software library I built to a company for integration into their enterprise product. Non-exclusive. 3-year term with renewal option. $15,000/year flat fee. They can't sublicense. Source code not provided — compiled binary only. I can terminate if they use it in a different product. Washington."
What BizDraft generates
A software license agreement with non-exclusive grant, integration-only field of use, sublicensing prohibited, binary-only delivery, $15,000/year annual license fee, 3-year initial term with renewal option, termination for use outside defined product, IP ownership retention clause, Washington governing law.
Download options
Word and PDF. All grant language, payment terms, and termination mechanics editable inline before download. Professional-grade output ready for counterparty review.
Frequently asked questions
A license grants rights to use IP while the original owner retains ownership. An assignment transfers ownership permanently. A license is like renting; an assignment is like selling. Most IP monetization is done through licenses, not assignments, because you keep the asset.
Yes. A perpetual license has no expiration date but typically still includes termination-for-cause provisions. Many software licenses are perpetual but can be terminated if the licensee breaches the terms. Perpetual does not mean irrevocable.
Registration isn't required to license, but it strengthens your enforcement position. If someone breaches the license and you need to sue for infringement, registered copyright gives you access to statutory damages and attorney's fees — a significant advantage.
Only if your license explicitly grants modification rights. A license that grants "use" only does not grant modification. If you want to allow adaptations (derivative works), those rights must be explicitly included — and you should specify whether you have approval rights over modifications.
Royalty rates vary enormously by industry and IP type. Software: 10–25% of revenue. Publishing: 10–15% of retail price. Music: statutory rate per use or negotiated percentage. Consumer products: 3–10% of net sales. There is no universal standard — the rate reflects negotiating leverage and market norms.
Draft a licensing agreement that protects your ownership while monetizing your IP.
Draft your licensing agreement