Licence Direct

Free, self-service IP licence agreement drafting

Steps

Your questionnaire

Review your answers below. To change anything, use the "Edit" link for that section - this summary page itself cannot be edited directly.

Please complete the following before you can create the licence - an earlier edit left these required fields blank:

Licensor details Edit

  • Is the licensor (the person granting the licence) a:
  • Provide the name of the licensor
  • How would you like to refer to the licensor?
  • Provide the physical address of the licensor

Licensee details Edit

  • Is the licensee (the person acquiring the licence) a:
  • Provide the name of the licensee
  • How would you like to refer to the licensee?
  • Provide the physical address of the licensee

Commencement date Edit

  • From what date do you wish the licence to be effective:

Intellectual property Edit

  • What forms of IP is being licensed?

Confidentiality Edit

  • Will confidential information be disclosed to licensee subject to obligations of confidentiality?

Type of licence Edit

  • Is the licence:

Licensed territory and specific exclusions Edit

  • In which territory does the licence apply?
  • Do you wish to limit the licensed rights to a specific field of use?
  • Do you wish to impose specific exclusions upon [7], e.g. "Notwithstanding anything to the contrary contained in this agreement, [7] may not dispose of Licensed G/S to XYZ"?

Sublicensing Edit

  • Do you wish to enable [7] to grant sub-licences throughout the territory?

Royalties Edit

  • Are royalties payable?

Termination Edit

  • How do you wish to terminate the licence?
  • Does [12] wish to terminate this agreement in the event that [7] challenges the validity of the intellectual property licensed?
  • Do you wish to be able to terminate this agreement if a period of suspension due to force majeure (act of God) exceeds 60 days?

Termination - surplus stock Edit

  • Do you intend the agreement to deal with existing stock on termination / cancellation?

Warranties Edit

  • Does [12] intend to make warranties?

Improvements to the intellectual property Edit

  • Will [7] have access to improvements to the intellectual property developed or acquired by [12] without payment of further consideration?
  • Will improvements to the intellectual property developed by [7] automatically be licensed to [12]?

Marketing obligations on licensee Edit

  • Do you wish to impose obligations upon [7] to create and satisfy the market for the licensed Products, Works, Methods or Processes?

Indemnities by licensee Edit

  • Does [7] wish to indemnify [12] against damages resulting from the conduct, action or inaction of [7]?

Technical assistance Edit

  • Will [12] be providing [7] with technical assistance?

Quality control Edit

  • Does [12] wish to exercise acts of quality control (consider this where trademarks are licensed)?

Infringement Edit

  • Where the IP is infringed / challenged within the territory, who will control proceedings?
  • Who will be responsible for expenditure incurred?
  • Will the other party not in control provide all reasonable assistance at its own cost?
  • If the party in control of proceedings does not institute them within 90 days, may the other party do so instead?

Third party claims of infringement Edit

  • Does [12] intend to defend [7] against related claims of infringement by third parties?

Maintenance of intellectual property Edit

  • Maintenance of Intellectual Property:

Acknowledgements Edit

  • Would you like [7] to acknowledge [12]'s title in the intellectual property?

Arbitration Edit

  • Would you like to provide for arbitration of disputes?

Cession of rights Edit

  • Delegation of rights and obligations in terms of this agreement:

Recordal of licence & Governing law Edit

  • Which laws will govern this agreement?

Licensor details

Edit
Is the licensor (the person granting the licence) a:
(not answered)
Provide the name of the licensor
(not answered)
How would you like to refer to the licensor?
(not answered)
Provide the physical address of the licensor
(not answered)

Licensee details

Edit
Is the licensee (the person acquiring the licence) a:
(not answered)
Provide the name of the licensee
(not answered)
How would you like to refer to the licensee?
(not answered)
Provide the physical address of the licensee
(not answered)

Commencement date

Edit
From what date do you wish the licence to be effective:
(not answered)

Intellectual property

Edit
What forms of IP is being licensed?
(none selected)

Confidentiality

Edit
Will confidential information be disclosed to licensee subject to obligations of confidentiality?
(not answered)

Type of licence

Edit
Is the licence:
(not answered)

Licensed territory and specific exclusions

Edit
In which territory does the licence apply?
(not answered)
Do you wish to limit the licensed rights to a specific field of use?
(not answered)
Do you wish to impose specific exclusions upon [7], e.g. "Notwithstanding anything to the contrary contained in this agreement, [7] may not dispose of Licensed G/S to XYZ"?
(not answered)

Sublicensing

Edit
Do you wish to enable [7] to grant sub-licences throughout the territory?
(not answered)

Royalties

Edit
Are royalties payable?
(not answered)

Termination

Edit
How do you wish to terminate the licence?
(none selected)
Does [12] wish to terminate this agreement in the event that [7] challenges the validity of the intellectual property licensed?
(not answered)
Do you wish to be able to terminate this agreement if a period of suspension due to force majeure (act of God) exceeds 60 days?
(not answered)

Termination - surplus stock

Edit
Do you intend the agreement to deal with existing stock on termination / cancellation?
(not answered)

Warranties

Edit
Does [12] intend to make warranties?
(not answered)
Does [12] wish to include exclusions from warranties in respect of:
(none selected)

Improvements to the intellectual property

Edit
Will [7] have access to improvements to the intellectual property developed or acquired by [12] without payment of further consideration?
(not answered)
Will improvements to the intellectual property developed by [7] automatically be licensed to [12]?
(not answered)

Marketing obligations on licensee

Edit
Do you wish to impose obligations upon [7] to create and satisfy the market for the licensed Products, Works, Methods or Processes?
(not answered)

Indemnities by licensee

Edit
Does [7] wish to indemnify [12] against damages resulting from the conduct, action or inaction of [7]?
(not answered)

Technical assistance

Edit
Will [12] be providing [7] with technical assistance?
(not answered)

Quality control

Edit
Does [12] wish to exercise acts of quality control (consider this where trademarks are licensed)?
(not answered)

Infringement

Edit
Where the IP is infringed / challenged within the territory, who will control proceedings?
(not answered)
Who will be responsible for expenditure incurred?
(not answered)
Will the other party not in control provide all reasonable assistance at its own cost?
(not answered)
If the party in control of proceedings does not institute them within 90 days, may the other party do so instead?
(not answered)

Third party claims of infringement

Edit
Does [12] intend to defend [7] against related claims of infringement by third parties?
(not answered)

Maintenance of intellectual property

Edit
Maintenance of Intellectual Property:
(not answered)

Acknowledgements

Edit
Would you like [7] to acknowledge [12]'s title in the intellectual property?
(not answered)

Arbitration

Edit
Would you like to provide for arbitration of disputes?
(not answered)

Cession of rights

Edit
Delegation of rights and obligations in terms of this agreement:
(not answered)

Recordal of licence & Governing law

Edit
Which laws will govern this agreement?
(not answered)
SAVE CONFIRM INPUTS

Once every field listed above is filled in, this button will change back to CREATE THE LICENCE.

FAQs

Can I really download and use the licence for free?

Yes, S&Z allows you to download and use the licence for free.

However, since we enjoy copyright in the licence, you cannot manually make changes to a downloaded licence without our permission. Should you wish to make changes to a downloaded licence, you must edit the inputs on the system and download a fresh licence. This is necessary to ensure that our reputation in Licence Direct is not negatively affected by poorly revised licences.

Can I get a Word version of the licence?

If you are a law firm, login to Licence Direct and send us an email requesting a Word version of the licence. We trust that you will make suitable edits.

What kind of IP can I license using Licence Direct?

Licence Direct covers patents, designs, copyright, trademarks and know-how.

What if I have partially completed the questionnaire?

You don't need to complete the questionnaire and download the licence in one sitting. The questionnaire is well-suited to guide licensing negotiations, which can take days. If you have partially completed the questionnaire, save it. When you are ready to continue, log back in, select the saved draft case and continue completing the questionnaire.

What if I close my browser without saving?

Progress is tied to your browser's session until you save it. If you restart your computer or a browser session, your draft will be lost, if not saved.

Can I work on more than one licence at a time?

Yes, save each draft using your email and they'll all show up in your saved cases list.

How do I report an error in the questionnaire or licence?

Although we strive to create a perfect system, software development is buggy. The drafting flexibility provided by Licence Direct means that some input combinations may have slipped through a testing crack. If you spot an error in the questionnaire or licence, please login and send us an email describing the error so that we are able to fix it.

Can I engage S&Z to draft a licence for me?

Unfortunately, we are too busy developing IP systems to provide licence drafting services. Give Licence Direct a try. It will likely exceed your expectations.

Is Licence Direct a substitute for obtaining legal advice?

No, Licence Direct provides a draft licence without legal assistance and is not a substitute for legal advice. It is your responsibility to double-check the content of the licence (from both legal and factual perspectives) and ensure that it correctly reflects the intention of the parties.

Do I need to register or accept T&Cs?

No, you can use Licence Direct to draft licences anonymously. Should you wish to save a draft case, you will need to provide your email address to receive a verification code. You don't need to register, accept T&Cs or use a password.

Will S&Z keep my information secret?

Yes, we will not use any information you input into Licence Direct or disclose it to anyone.

Can I remove the watermark from the licence?

It is not possible to remove the watermark from the PDF version of the licence. However, if you are a law firm, we can send you a Word version of the licence without the watermark.

Tell me about S&Z

We are a South African patent law firm that focuses on developing online IP systems. One of our partners, Anthony van Zantwijk, has drafted licences for over 25 years and is an expert in IP commercialization, transfer pricing and tax structuring.

Together with GlobalIPCo, we also develop online IP filing systems, which has made us the top filer of South African patents 2022-2026.

Wish to collaborate with us?

We are always looking to collaborate with other IP firms to develop systems. If you think there is an opportunity for us to work together, please reach out.