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Copyright and License Agreement for Research

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Copyright and License Agreement for Research

Agreement made on the (date), between

, a corporation organized and existing under the laws of the state of , with its principal office located at

(street address, city, state, zip code), referred to herein as Buyer, and

, a corporation organized and existing under the laws of the state of , with its principal office located at

(street address, city, state, zip code), referred to herein as Licensee.

For and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Grant of License

Licensor grants to Licensee a nonexclusive, nontransferable, world-wide license to use the Licensed Programs solely for the purpose of and to distribute Applications.

2. Exclusive Rights of Licensee

The exclusive rights of Licensee to use and copy the Software described in Exhibit A attached to this, and all other copies that Licensee is authorized by this Agreement to make (the Software) are specified Exhibit A to this Agreement. Licensor retains all rights including but not limited to all copyright and other intellectual property rights, anywhere in the world, in the Software not expressly granted to Licensee in this Agreement.

3. Permitted Uses

Licensee is hereby granted, the following non-exclusive, non-transferable rights in respect of the Software:

A. Licensee may download and install the Software onto one computer or server for use provided that Licensee ensures that the Software is not accessible by other users unless they have themselves accepted the terms of this Agreement.

B. Licensee may use the Software solely for purposes and only in accordance with the terms of this Agreement. Licensee may not use the Software for, or in relation to .

C. Licensee may copy the Software for back-up and archival purposes, provided that each copy of Licensor are kept in Licensee’s possession and provided Licensee reproduce the copyright notice on each copy.

D. Licensee may not rent, lend, or lease the Software and Licensee may not transfer or sub-license this license to use the Software or any of Licensee’s rights or obligations under this Agreement to another party within miles of the above address of Licensor.

E. Identity of Licensee. The license granted herein is personal to Licensee. Licensee shall not permit any third party to access, modify or otherwise use the Software nor shall Licensee access modify or otherwise use the Software on behalf of any third party.

F. Publications and Presentations. In all publications and presentations of research carried out using the Software, Licensee must acknowledge use of the Software using the form of words and citations given in Exhibit A.

4. Prohibited Uses.

Licensee may not, without written permission from Licensor.

A. Use, copy, modify, merge, or transfer copies of the Software or any documentation provided by us which relates to the Software except as provided in this Agreement;

B. Use any back-up or archival copies of the Software (or allow anyone else to use such copies) for any purpose other than to replace the original copy in the event it is destroyed or becomes defective; or

C. Disassemble, decompile or "unlock", reverse translate, or in any manner decode the Software for any reason.

5. Warranty Disclaimer

A. Disclaimer. The Software has been developed for research purposes only and is not a clinical tool. Licensee acknowledges that Licensor is providing the Software to Licensee under this license agreement free of charge and on condition that the disclaimer set out below shall apply. Licensor does not warrant that the Software will meet License’s requirements or that its operation will be uninterrupted or error-free. Licensee acknowledges that Licensee have reviewed and evaluated the Software to determine that it meets Licensee’s needs and that Licensee assumes all responsibility and liability for determining the suitability of the Software as fit for Licensee’s particular purposes and requirements.

B. Licensor excludes and expressly disclaims all express and implied representations, warranties, conditions and terms not stated herein (including the implied conditions or warranties of satisfactory quality, merchantable quality, merchantability and fitness for purpose).

C. Savings. Some jurisdictions may imply warranties, conditions or terms or impose obligations upon us which cannot, in whole or in part, be excluded, restricted or modified or otherwise do not allow the exclusion of implied warranties, conditions or terms, in which case the above warranty disclaimer and exclusion will only apply to Licensee to the extent permitted in the relevant jurisdiction and does not in any event exclude any implied warranties, conditions or terms which may not under applicable law be excluded.

6. Limitation of Liability

A. Licensee acknowledges that Licensor is providing the Software to Licensee under this license agreement free of charge and on condition that the limitation of liability set out below shall apply. Accordingly, Licensor excludes all liability whether in contract, tort, negligence or otherwise, in respect of the Software and/or any related documentation provided to Licensee by Licensor including, but not limited to, liability for loss or corruption of data, loss of contracts, loss of income, loss of profits, loss of cover and any consequential or indirect loss or damage of any kind arising out of or in connection with this license agreement, however caused. This exclusion shall apply even if Licensor has been advised of the possibility of such loss or damage.

B. Nothing in this Agreement shall have the effect of excluding or limiting Licensor’s liability for death or personal injury caused by our Licensor’ own negligence. This license does not permit Licensee to use the Software for, or in relation to, .

C. Some jurisdictions do not allow these limitations or exclusions either wholly or in part, and, to that extent, they may not apply to Licensee. Nothing in this license agreement will affect Licensor’s statutory rights or other relevant statutory provisions which cannot be excluded, restricted or modified, and its terms and conditions must be read and construed subject to any such statutory rights and/or provisions.

7. Termination.

A. Licensor may terminate this license agreement and Licensee’s right to use the Software at any time with immediate effect upon written notice to Licensee.

B. This license agreement and Licensee’s right to use the Software automatically terminate if Licensee:

1. Fail to comply with any provisions of this Agreement; or

2. Destroys the copies of the Software in Licensee’s possession, or voluntarily returns the Software to Licensor.

C. Upon termination Licensee will destroy all copies of the Software.

D. Otherwise, the restrictions on Licensee’s rights to use the Software will expire upon expiration of the copyright to the Software.

8. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

9. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

10. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

13. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

14. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

15. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

16. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

17. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

18. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

19. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

Witness our signatures this (date).

(Name of Licensee)

By:

(Signature of Officer)

(Name of Licensor)

By:

(Signature of Officer)

Attach Exhibit A

Enter text✕

Overview: what this agreement does

A Copyright and License Agreement for Research is a written contract that clarifies ownership, permitted uses, and transfer or license of copyrights in scholarly works, data, software, or other research outputs. It defines whether rights are assigned or licensed, the scope of permitted use (exclusive or non-exclusive), consideration or royalties, term and territory, moral rights waivers, and obligations such as attribution, confidentiality, and recordkeeping. Well-drafted agreements reduce disputes over commercialization, publication, and downstream licensing, and establish remedies and indemnities if the representations or warranties are breached.

Why a clear copyright and license agreement matters

A precise agreement protects creators and institutions by documenting who may reproduce, adapt, or commercialize research outputs, sets payment or royalty terms, and preserves rights needed for publication or follow-on development.

Why a clear copyright and license agreement matters

Who commonly completes this agreement

Multiple parties involved in research use this agreement to allocate IP rights and licensing terms before publication, transfer, or commercialization.

  • Universities and tech transfer offices managing faculty and student research ownership and commercialization.
  • Principal investigators and research teams assigning or licensing software, data sets, and manuscripts.
  • Industry sponsors or collaborators documenting permitted research uses and commercialization rights.

Use the agreement to document expectations, establish chain of title, and reduce future disputes among creators, institutions, and sponsors.

Core elements to include in every research copyright or license

Include clear, specific provisions that define what rights are covered and how they may be used, for how long, and under what conditions so all parties understand obligations and remedies.

Grant of Rights

State precisely whether the agreement is an assignment or a license, and list rights granted (reproduction, derivative works, distribution, public performance).

Scope / Field

Limit use by field of use, purpose, or territory if necessary (for example, research only, commercial development, or worldwide distribution).

Term and Territory

Specify start and end dates or perpetual status, and geographic limits so downstream users know the duration and reach of licensed rights.

Consideration

Describe payments, royalties, milestone fees, or revenue sharing, including timing and method of payment and recordkeeping requirements for audits.

Warranties & Indemnities

Include representations about authorship, ownership, and third-party rights, plus indemnity obligations for breaches or infringement claims.

Recordation / Notice

State whether parties will record the assignment or license with the U.S. Copyright Office and how notices and amendments will be delivered.

Practical steps to complete and execute the agreement

Follow a consistent sequence to prepare, authorize, sign, and store the executed agreement for legal and administrative use.

  • 01
    Draft the terms: Define rights, scope, term, and consideration in clear language.
  • 02
    Confirm authority: Obtain corporate or institutional signatory approval and delegated authority.
  • 03
    Sign electronically: Use ESIGN/UETA-compliant eSignature with an audit trail for convenience.
  • 04
    Record or store: File with your IP office or retain an executed copy in records.

How to configure a digital signing workflow

Configure fields, authentication, and retention so the executed document is admissible and easy to manage.

Field | Configuration Field Type | Purpose or setting
Authentication method Email link | SMS code; optionally KBA for higher assurance
Field types Signature, initials, date, and text inputs
Retention settings Store PDF/A with audit trail and access controls
Notifications Automatic reminders and final copy distribution

Supported formats and integrations for e-signing

Choose a platform that accepts your document format and meets authentication and retention needs.

  • File Formats: PDF, DOCX, and PDF/A supported
  • Authentication Options: Email, SMS code, KBA
  • Common Integrations: Salesforce, NetSuite, Google Workspace

Typical eSignature pricing and feature snapshot (vendor-first layout)

Compare starting price, trial options, bulk send capability, audit features, HIPAA compliance, and envelope limits across common providers; signNow is listed first per vendor layout rules.

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 vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Key risks and consequences of a deficient agreement

Invalid Assignment: Agreement may be void or unenforceable
Royalties Dispute: Unclear terms trigger payment litigation
Loss of Rights: Unintended permanent transfer of IP rights
Breach of Warranties: Claims for misrepresentation possible
Litigation Risk: Costly disputes and reputational harm
Recordation Omitted: Public notice and priority may be affected

Representative examples of real-world use

Research groups and institutions commonly use eSigning to execute assignments and licenses quickly while preserving audit trails and access controls.

Optica Ventures (Small Office)

A small venture moves to digitize assignment workflows to speed collaborations and funding decisions.

  • They needed simple signing for external partners.
  • Brian Fitzgibbons: "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers."

Fertility Centers of Illinois (Healthcare)

A healthcare research center digitized consent and licensing steps to maintain compliance and speed collaboration.

  • Integration with clinical workflows reduced turnaround.
  • John Butler: "The airSlate SignNow team has been exceptional, responsive, the API has been great, and we're extremely happy that we chose airSlate SignNow as a company."

Practical drafting and execution tips

Apply these drafting and execution best practices to reduce ambiguity and avoid downstream disputes over research IP and licensing.

Use explicit grant language
Write precise rights and limitations (exclusive vs non-exclusive, field of use, and sublicensing rights) to prevent differing interpretations in commercialization or publication contexts.
Verify signer authority
Confirm that the signatory has corporate or institutional authority to assign or license rights; obtain board or office approval when required to preserve validity.
Retain audit evidence
Keep an immutable copy of the executed agreement with its audit trail, signer authentication details, and timestamp for future enforcement or due diligence.
Coordinate recordation
If public notice is needed, record assignments with the U.S. Copyright Office as appropriate and document the recording reference in the agreement.

How to amend or update an existing agreement

Follow a controlled amendment process to ensure changes are authorized, dated, and retained with the original agreement.

01

Identify amendment need:

Confirm the clause(s) requiring modification
02

Draft amendment:

Prepare a short amendment specifying changed language
03

Obtain approvals:

Secure same-level signatory consent as the original agreement
04

Execute amendment:

Sign with identical signature method and date
05

Link documents:

Attach amendment to original and record versions
06

Notify stakeholders:

Inform licensees, funders, and tech transfer offices

Frequently asked questions and practical answers

Answers to common questions about signing, witnesses, recordation, authority, revocation, and retention for research copyright and license agreements.


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