Establishing secure connection…Loading editor…Preparing document…

Business Content Use Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

Business Content Use Agreement

This Business Content Use Agreement ("Agreement") is made and entered into as of by and between Content Provider: , with principal place of business at , and Licensee: , with principal place of business at .

WHEREAS

WHEREAS, Content Provider possesses certain content, including but not limited to text, images, videos, graphics, and associated metadata (collectively "Content"), and controls the rights necessary to grant license to use such Content; and

WHEREAS, Licensee desires to obtain a license to use the Content for business and marketing purposes as set forth in this Agreement, and Content Provider is willing to grant such license under the terms and conditions stated herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. Definitions

"Content" means all materials provided or made available by Content Provider under this Agreement, including derivatives, translations, and adaptations. "Permitted Uses" means the specific uses set forth in Section 2. "Confidential Information" means non-public business, technical, or financial information disclosed in connection with this Agreement, whether marked confidential or reasonably understood to be confidential.

2. Scope of Work / License

2.1 License Grant: Subject to the terms of this Agreement, Content Provider hereby grants to Licensee a Non-Exclusive Exclusive license to use the Content for the Permitted Uses described above. The license includes the right to reproduce, distribute, display, and create derivative works as necessary to exercise the Permitted Uses.

2.2 Territory: The license is limited to the following territory: .

2.3 Restrictions: Licensee shall not use the Content beyond the Permitted Uses, shall not sell or sublicense the Content except as expressly permitted, and shall not remove or alter attribution, watermark or copyright notices without Content Provider's prior written consent.

3. Payment Terms

3.1 Late Payment: Any undisputed amount not paid within days of the due date shall accrue interest at the lesser of (a) per month, or (b) the maximum rate permitted by applicable law. In addition, Licensee shall pay reasonable collection costs and attorneys' fees for collection of late amounts.

4. Term and Termination

4.1 Term: This Agreement commences on the Start Date: and, unless earlier terminated pursuant to this Agreement, will expire on the End Date: .

4.2 Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice.

4.3 Termination for Convenience: Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination, Licensee shall cease all use of the Content not authorized to survive termination and shall return or destroy Confidential Information as provided in Section 6.

5. Confidentiality

Each party shall (a) hold Confidential Information of the other party in strict confidence using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) use Confidential Information only to perform its obligations or exercise rights under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidentiality obligations shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. Ownership and Intellectual Property

6.1 Ownership: Content Provider retains all right, title and interest in and to the Content, including all intellectual property rights, subject only to the license expressly granted to Licensee in this Agreement. No ownership rights are transferred by this Agreement.

6.2 Licensee Materials and Deliverables: To the extent Licensee contributes materials or creates new deliverables that incorporate the Content, ownership of Licensee-created materials shall be as follows:

7. Representations, Warranties and Covenants

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Agreement. Content Provider specifically represents and warrants that it has all rights necessary to grant the licenses set forth herein and that, to the best of its knowledge, the Content does not infringe any third-party intellectual property rights or violate applicable law.

8. Indemnification

8.1 By Content Provider: Content Provider shall indemnify, defend and hold harmless Licensee from and against any third-party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a claim that the Content as delivered infringes a third party's intellectual property rights, provided Licensee gives prompt written notice and cooperates in the defense.

8.2 By Licensee: Licensee shall indemnify, defend and hold harmless Content Provider from and against any claims, damages or losses arising from Licensee's use of the Content outside the scope of the license granted, or from Licensee's breach of this Agreement.

9. Limitation of Liability

Except for liability arising from a party's breach of its confidentiality obligations or a party's indemnification obligations, neither party shall be liable to the other for indirect, incidental, special or consequential damages, lost profits, or loss of business opportunity, even if advised of the possibility of such damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the fees paid or payable by Licensee to Content Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

11. Entire Agreement

This Agreement, including all exhibits and attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

12. Notices

Notices required under this Agreement shall be in writing and delivered to the addresses provided above by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested), or by electronic mail with confirmation of receipt.

13. Miscellaneous

13.1 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets.

13.2 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Content Provider - Printed Name:

By:

Date:

Licensee - Printed Name:

By:

Date:

Enter text✕

What the Business Content Use Agreement Is and When It Applies

A Business Content Use Agreement is a contract that sets terms for how a company’s content, data, or materials may be accessed, used, modified, redistributed, or published by other parties. It defines permitted uses, ownership, licensing rights, confidentiality obligations, data handling and security measures, limitations of liability, and termination mechanics. The agreement is used when sharing marketing assets, product content, technical documentation, third‑party integrations, or co‑branded materials to ensure consistent legal protections across departments and external partners.

Why a Clear Business Content Use Agreement Matters

A concise agreement reduces legal ambiguity, limits unauthorized reuse, protects intellectual property, and establishes responsibilities for data handling and attribution. It also supports compliance with sector rules such as HIPAA for protected health information and helps define remedies and termination steps when misuse occurs.

Why a Clear Business Content Use Agreement Matters

Who Typically Prepares and Signs This Agreement

Legal, marketing, product, and vendor‑management teams commonly prepare or request these agreements before sharing content externally.

  • Marketing teams coordinating co‑branding, asset sharing, and campaign permissions with agencies or partners.
  • Legal and procurement reviewing licensing, indemnity, and attribution clauses for third‑party vendors.
  • Product and engineering groups granting access to documentation, APIs, or developer assets under defined conditions.

Signatories often include authorized corporate officers, contracting managers, or designated business owners with delegated authority to bind the organization.

Typical Signer Roles and Responsibilities

Legal Counsel

In-house or external counsel reviews license scope, representations, warranties, indemnities, and allocation of risk. Counsel ensures clauses align with company policy and applicable law, and negotiates changes that affect liability or intellectual property ownership.

Business Owner

A product, marketing, or vendor manager who understands operational use of the content approves practical terms, confirms permissible use cases, and coordinates implementation steps like watermarking, tracking, or permission updates.

Key Security and Compliance Controls to Include

Encryption: TLS 1.2/1.3 in transit; AES‑256 at rest
Access Logs: Maintain detailed audit trails
BAA Option: HIPAA BAA available where required
Authentication: MFA and role-based access
Retention: Retention policies and deletion rules
Certifications: SOC 2 Type II, ISO 27001

Principal Legal Risks if the Agreement Is Incorrect

IP Loss: Unclear license scope
Data Breach: Weak controls, exposure risk
Regulatory Fines: HIPAA or privacy violations
Contract Claims: Breach and indemnity disputes
Termination Gaps: No remediation or exit terms
Reputation Harm: Unauthorized or misleading reuse

Common Preparation Errors to Avoid

  • Vague license language that fails to specify permitted uses, distribution channels, or sublicensing rights, leaving ownership and enforcement uncertain.
  • Missing data handling details such as encryption, access controls, or retention schedules, which can lead to compliance gaps for HIPAA or state privacy laws.
  • Failing to identify who has authority to sign — signatures by unauthorized staff can render agreements unenforceable or expose the company to voidable obligations.
  • Omitting termination and post‑termination obligations, including return or secure destruction of content, can result in prolonged unauthorized use and litigation.

How to Complete a Business Content Use Agreement — Step by Step

Follow this sequence to draft, review, and finalize the agreement in a controlled, auditable workflow.

  • 01
    Gather details: Identify content, parties, and intended uses
  • 02
    Draft terms: Define license scope, limits, and duration
  • 03
    Legal review: Have counsel assess risk allocations
  • 04
    Execute: Authorized signers sign and retain records

Typical Workflow for Sharing and Controlling Content

A standardized workflow reduces friction and preserves evidence of consent, terms, and delivery.

  • Upload: Host content in a secure repository
  • Configure: Apply access controls and metadata
  • License: Attach or reference the use agreement
  • Monitor: Log access and enforce revocation

Basic Digital Workflow Settings to Configure

Set up consistent fields and controls so each agreement is enforceable and auditable across teams.

Field Configuration
Access Level Role-based read, comment, edit
Expiration Auto‑revoke access by date
Watermarking Embed user and use restrictions
Audit Trail Capture timestamps, IP, and actions

Technical Considerations for eSigning and Distribution

Choose a platform that supports secure signing, detailed audit logs, and configurable signer authentication methods.

  • File formats: PDF, DOCX, HTML, Excel supported
  • Integrations: Salesforce, NetSuite, Google Workspace
  • Authentication: Email, SMS, KBA, or advanced methods

Ensure the chosen system can retain records, produce certificates of completion, and meet your compliance requirements such as HIPAA or 21 CFR Part 11 where applicable.

Timing Expectations and Critical Deadlines

Certain delivery and filing obligations affect enforceability and tax or regulatory reporting; build timelines into the agreement and workflow.

Provision Delivery:

Provide the agreement to recipients before first use of the content

Contract Effective Date:

Use MM/DD/YYYY format; governs obligations and limitations

Tax Documents:

Provide forms like W‑9 on request; W‑2 and 1099 due Jan 31

Record Retention:

Preserve signed records per applicable retention rules

Notarization Windows:

Complete notarization or witnesses before execution deadlines

Comparing eSignature Options for Executing Content Use Agreements

A basic feature and price comparison helps select a platform that meets signing, compliance, and volume needs; signNow is shown first for column alignment.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions and Troubleshooting

Answers to commonly raised questions about enforceability, signature methods, and execution options for Business Content Use Agreements.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users