Are electronic signatures valid?

Yes. Electronic signatures are generally legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the four-part validity criteria are met: intent to sign, consent to do business electronically, attribution to the signer, and durable record retention.

How do I define resale clearly?

Use precise language listing prohibited conduct: sale, sublicense, distribution, transfer, hosting for third-party access, or embedding in resale products. Include examples and exceptions if limited redistribution is permitted, to avoid ambiguity in enforcement.

Who must sign the agreement?

An authorized representative of each legal entity should sign. For companies, require a signatory with corporate authority and include printed name and title to establish attribution and capacity to bind the entity.

Is notarization required?

Not typically for commercial licenses. Notarization can aid enforceability in some contexts or jurisdictions, but the core requirement for e-signature validity is ESIGN/UETA compliance rather than notarization.

Can I revoke a license?

Revocation depends on the contract’s termination and remedy clauses. Include explicit termination rights and notice procedures; follow the contract’s cure periods and dispute resolution provisions to revoke lawfully.

What supporting documents help enforcement?

Attach exhibits that identify licensed items (SKU, code versions), a clear statement of consideration, audit logs showing authorized downloads, and any related purchase orders or invoices to document the commercial transaction.

Electronic Signature
Templates
Legal
Non-Resale License Agreement

Non-Resale License Agreement

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

Non-Resale License Agreement

This Non-Resale License Agreement ("Agreement") is entered into as of by and between Licensor Name: , an entity type: with principal place of business at (\"Licensor\"), and Licensee Name: , an entity type: with principal place of business at (\"Licensee\").

RECITALS

WHEREAS, Licensor owns or controls certain proprietary software, documentation, data and related materials identified as (collectively, the "Licensed Materials"); and

WHEREAS, Licensee desires a limited, non-exclusive license to use the Licensed Materials solely for Licensee's internal business purposes and expressly not for resale, redistribution or sublicensing to third parties; and

WHEREAS, Licensor is willing to grant such a license on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Grant of License

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to use the Licensed Materials solely for Licensee's internal business operations during the Term defined below. The license granted does not include any right to sell, lease, rent, distribute, sublicense, publish or otherwise commercialize the Licensed Materials.

1.2 Scope. Licensed Materials to be delivered or made available:

2. Restrictions; No Resale

2.1 Prohibited Conduct. Licensee shall not: (a) sell, lease, sublicense, distribute, assign, transfer, time-share, or otherwise provide the Licensed Materials to any third party; (b) remove, alter, or obscure any proprietary notices or legends contained in the Licensed Materials; or (c) use the Licensed Materials to provide services to third parties for a fee.

2.2 Derivative Works. Licensee shall not create derivative works of the Licensed Materials for the purpose of resale or distribution. Any permitted modifications for internal use shall remain subject to Licensor's ownership and the license restrictions herein.

3. Consideration; Payment

License Fee Payment Terms

4. Term and Termination

4.1 Term. The term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall continue for (the "Term").

4.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation hereunder and fails to cure such breach within days after receipt of written notice.

4.3 Effect of Termination. Upon termination, Licensee shall immediately cease all use of the Licensed Materials, destroy or return all copies in its possession, certify destruction in writing if requested, and pay any accrued but unpaid fees.

5. Ownership

5.1 Reservation of Rights. Licensor retains all right, title and interest in and to the Licensed Materials and all intellectual property rights therein. No rights are granted other than those expressly set forth in this Agreement.

6. Confidentiality

6.1 Confidential Information. Each party acknowledges that the Licensed Materials and any non-public information received from the other party constitute Confidential Information. The receiving party shall not disclose such information except to employees or contractors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

7. Warranties; Disclaimers

7.1 Limited Warranty. Licensor warrants that it has the right to grant the license herein and that, to Licensor's knowledge, the Licensed Materials do not infringe third-party intellectual property rights. Licensee's sole and exclusive remedy for breach of this warranty shall be repair, replacement or refund of fees paid, at Licensor's option.

7.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE LICENSED MATERIALS ARE PROVIDED \"AS IS\" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Indemnification

8.1 Licensee Indemnity. Licensee shall defend, indemnify and hold harmless Licensor and its officers, directors and employees from and against any third-party claims, damages, liabilities and expenses arising out of Licensee's breach of this Agreement, misuse of the Licensed Materials, or any claim that Licensee's use violates applicable law or the rights of any third party.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. LICENSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Audit Rights

Licensor may, upon reasonable prior written notice and during normal business hours, audit Licensee's records to verify compliance with this Agreement. If an audit reveals underpayment or noncompliance, Licensee shall promptly pay any shortfall plus reasonable audit costs.

11. Notices

Licensor Notice Address Licensee Notice Address

Notices shall be deemed given when delivered by hand, three days after deposit in certified mail, return receipt requested, or one day after deposit with an established overnight courier, addressed to the contact information provided above or such other address as a party may designate in writing.

12. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any dispute arising out of or relating to this Agreement.

13. Miscellaneous

13.1 Entire Agreement. This Agreement, including all exhibits and schedules expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, concerning the subject matter hereof.

13.2 Amendments. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

13.3 Waiver. No waiver of any breach shall be effective unless in writing and signed by the waiving party. No waiver of any breach shall constitute a waiver of any other breach.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the original intent to the extent possible.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

Execution

The parties have executed this Agreement through their duly authorized representatives as of the Effective Date set forth above.

Licensor

Printed Name:

By:

Date:

Licensee

Printed Name:

By:

Date:

What a Non-Resale License Agreement Covers

A Non-Resale License Agreement is a legal contract where a licensor grants a licensee permission to use specified intellectual property, software, or content while expressly prohibiting any onward sale or distribution. The agreement defines the grant scope, permitted uses, term, territory, payment or consideration, ownership retention by the licensor, confidentiality obligations, warranties, and remedies for breach. In the United States these agreements are routinely executed electronically and are interpreted under ESIGN and state UETA laws, provided the parties demonstrate signature intent, consent, attribution, and durable record retention.

Why include a Non-Resale Clause in your licensing

A clear non-resale provision protects the licensor’s market and IP value, prevents unauthorized redistribution, limits downstream liability, and preserves pricing structure. For licensees, it clarifies permitted uses and reduces exposure to inadvertent breach claims.

Who typically completes a Non-Resale License Agreement

Both small businesses and enterprise teams rely on the document to preserve commercial structure while enabling legitimate use; clarity reduces disputes and enforcement costs.

Licensors and IP owners: define use rights and stop unauthorized resale of software, media, or data.
Licensees and end users: acknowledge permitted uses and accept restrictions on distribution and sublicensing.
Legal, procurement, and compliance teams: negotiate terms, ensure remedies, and verify recordkeeping and auditability.

Step-by-step: Complete a Non-Resale License Agreement

Follow these core steps to prepare and finalize the agreement so rights, restrictions, and remedies are unambiguous.

01

Identify parties: Enter full legal names and entity types for licensor and licensee.
02

Define the grant: State exact permissions, scope, and exclusions including non-resale clause.
03

Set term and territory: Specify effective date, duration, and geographic limits explicitly.
04

Execute and retain: Collect signatures, record audit trail, and store executed copy securely.

Configure an online signing workflow for this agreement

Set authentication, fields, and notifications to match the agreement’s legal sensitivity and operational needs.

Field	Configuration
Signature Method	Email link or in-person signer options
Authentication Level	Email only, SMS code, or higher KBA
Access Control	Restrict by email domain or SSO group
Notifications	Set reminders and completion receipts

How eSubmission and eSigning usually proceed

A standard eSigning sequence ensures intent and creates an audit trail for enforceability.

Prepare document: Upload final PDF and add required fields.
Assign signers: Add signer emails in signing order if required.
Authenticate signer: Use email link, SMS code, or stronger methods.
Complete and store: Signed copy and audit trail are saved for retrieval.

Technical considerations for digital completion

Ensure the selected solution can retain tamper-evident copies, export records for audits, and meet your organization’s authentication and retention policies.

Integration options: Salesforce, Microsoft 365, NetSuite
File formats: PDF, DOCX, HTML supported
Storage integrations: Box, Google Drive, Egnyte

Security and compliance essentials to include

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest

Audit trail: Timestamp, IP, and action log retained

Certifications: SOC 2 Type II and ISO 27001

HIPAA readiness: BAA available when required

eSignature law: ESIGN and UETA compliant

Accessibility: WCAG 2.0 Level AA support

Potential penalties and legal risks for non-compliance

Injunctions: Court orders to stop resale

Damages: Monetary awards for lost revenue

Contract termination: License revocation and related losses

Indemnity claims: Defense and indemnification costs

Reputational harm: Loss of business and trust

Regulatory fines: Applicable for regulated content or data

Common drafting and execution pitfalls to avoid

Using vague terms for permitted uses or territory, which creates ambiguity about what constitutes resale or redistribution.
Failing to define resale clearly: include examples, digital copies, sublicensing, and bundled distribution scenarios.
Not addressing who pays enforcement costs or attorney fees, which can discourage enforcement and recovery.
Omitting retention and audit-trail obligations, reducing ability to prove breach or signatory identity in disputes.

eSignature pricing and capability snapshot for executing Non-Resale License Agreements

Compare entry pricing and core capabilities relevant to secure execution and compliance; signNow appears first for comparison. Verify vendor plans for enterprise features and volume pricing.

	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	Yes, 7-day trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA)	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently asked questions about Non-Resale License Agreements

Answers to common legal and execution questions about drafting, signing, and enforcing non-resale clauses.

Need help? Contact support

Are electronic signatures valid?
Yes. Electronic signatures are generally legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the four-part validity criteria are met: intent to sign, consent to do business electronically, attribution to the signer, and durable record retention.
How do I define resale clearly?
Use precise language listing prohibited conduct: sale, sublicense, distribution, transfer, hosting for third-party access, or embedding in resale products. Include examples and exceptions if limited redistribution is permitted, to avoid ambiguity in enforcement.
Who must sign the agreement?
An authorized representative of each legal entity should sign. For companies, require a signatory with corporate authority and include printed name and title to establish attribution and capacity to bind the entity.
Is notarization required?
Not typically for commercial licenses. Notarization can aid enforceability in some contexts or jurisdictions, but the core requirement for e-signature validity is ESIGN/UETA compliance rather than notarization.
Can I revoke a license?
Revocation depends on the contract’s termination and remedy clauses. Include explicit termination rights and notice procedures; follow the contract’s cure periods and dispute resolution provisions to revoke lawfully.
What supporting documents help enforcement?
Attach exhibits that identify licensed items (SKU, code versions), a clear statement of consideration, audit logs showing authorized downloads, and any related purchase orders or invoices to document the commercial transaction.

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