Can a Use License Agreement be signed electronically?

Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96, 2000) and state UETA statutes in most jurisdictions. Ensure intent, consent, attribution, and reliable record retention to meet the ESIGN four-part legal validity test.

When is notarization required or recommended?

Notarization is rarely required for licensing but may be recommended for evidentiary strength or when state law or counterparty requests it. Verify state notary rules and consider remote online notarization where permitted by the state's notary commission.

What if signers use different or informal names?

Mismatched or informal names can render the license ambiguous or unenforceable. Use full legal entity names, attach evidence of authority for signatories, and correct errors promptly via a signed amendment to preserve enforceability.

Are HIPAA requirements relevant to licensing agreements?

If the licensed materials contain protected health information, include a Business Associate Agreement and detailed data handling terms. Address access controls, encryption, audit logging, and HIPAA retention (45 CFR §164.530(j)).

How long must executed agreements be retained?

Retain signed licenses for the active term plus a conservatively three to seven years post-termination; follow federal minima such as IRC §6501(a) for tax records and industry-specific mandates where applicable.

What is the correct way to amend or terminate a license?

Amendments should be in writing and signed by authorized representatives, citing the original agreement. Termination clauses should specify cure periods, notice procedures, and post-termination obligations such as return or destruction of licensed materials.

Use License Agreement

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

USE LICENSE AGREEMENT

This Use License Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Licensor Name: Licensor Address for Notices: Licensee Name: Licensee Address for Notices:

WHEREAS

WHEREAS, Licensor is the lawful owner and/or authorized distributor of certain intellectual property, materials, software, data, documentation, or content described below (collectively, the "Licensed Materials"); and

WHEREAS, Licensee desires to obtain a limited, revocable or irrevocable license to use the Licensed Materials solely as set forth in this Agreement, and 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 promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

GRANT OF LICENSE

1. Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Non-Exclusive Exclusive license to use the Licensed Materials solely for the Permitted Use described below, within the Territory specified, for the Term set forth in this Agreement. Licensee's rights are limited to the scope expressly granted and do not include any rights not expressly set forth herein.

Permitted Use (brief description): Territory: Licensed Materials (identify and describe):

SCOPE OF WORK

Licensee shall use the Licensed Materials only in accordance with the Scope of Work and any technical or operational specifications provided by Licensor. Licensee shall perform all activities in a commercially reasonable manner and in compliance with applicable law.

Detailed Scope of Work:

PAYMENT TERMS

1. License Fee. In consideration for the license granted herein, Licensee shall pay Licensor the fees set forth below in accordance with the payment schedule. All fees are payable in U.S. dollars unless otherwise agreed in writing.

License Fee Amount: Payment Schedule / Invoicing: Late Fee or Interest:

2. Taxes and Expenses. Licensee shall be responsible for all sales, use or other taxes (excluding taxes on Licensor's net income) and any expenses arising from Licensee’s use of the Licensed Materials.

TERM AND TERMINATION

Start Date: End Date (or use 'Perpetual'): Termination Notice Period (days):

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 the notice period specified above. Termination shall not relieve Licensee of obligations incurred prior to the effective date of termination, including payment obligations.

CONFIDENTIALITY

Each party agrees that all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information") shall be held in confidence and shall not be disclosed to any third party except as permitted by this Agreement. Confidential Information shall be used solely to exercise rights or perform obligations under this Agreement. Confidential obligations shall survive termination for a period of three (3) years, or longer if required to protect trade secrets under applicable law.

INTELLECTUAL PROPERTY; RESTRICTIONS

Licensor retains all right, title and interest in and to the Licensed Materials and any derivatives, modifications or improvements thereto, and nothing in this Agreement shall convey ownership of intellectual property to Licensee. Licensee shall not copy, modify, create derivative works of, distribute, sublicense, publish, transfer, sell, rent or otherwise exploit the Licensed Materials except as expressly permitted in this Agreement.

WARRANTY; DISCLAIMER; LIMITATION OF LIABILITY

Licensor represents that it has the right to grant the license set forth herein. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors, employees and agents from and against any and all third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed Materials, breach of this Agreement, or violation of law.

ASSIGNMENT; AMENDMENT; SEVERABILITY

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Licensor may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may specify in writing.

Licensor Notice Address (for official notices): Licensee Notice Address (for official notices):

GOVERNING LAW

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 the chosen jurisdiction for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including any schedules or exhibits attached hereto and incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

Licensor — Printed Name:

By:

Date:

Licensee — Printed Name:

By:

Date:

What a Use License Agreement Is and When It Applies

Use License Agreement defines terms under which one party (the licensor) grants another party (the licensee) the right to use intellectual property, software, content, or other proprietary materials. It sets scope of permitted uses, duration, territorial limits, payment or consideration, restrictions, sublicensing rights, termination events, and warranties or disclaimers. The agreement allocates risk through indemnity and limitation of liability clauses and often specifies governing law and dispute resolution. For many commercial and software arrangements, a clear Use License Agreement reduces ambiguity and supports enforceability under applicable state and federal law.

Why a Clear License Agreement Matters for Risk and Rights

A Use License Agreement clarifies permitted uses, allocates commercial rights, and limits liability. Clear contract language reduces litigation risk, helps preserve intellectual property value, and documents obligations that courts and regulators will evaluate under ESIGN and state contract law.

Who Prepares and Signs Use License Agreements

Licensors, licensees, procurement teams, in-house counsel, and product managers typically prepare and review Use License Agreements for clarity and compliance.

Real Estate: Brokers and property managers license marketing photos, floorplans, or listing content.
Healthcare: Institutions license patient education materials and software; ensure HIPAA considerations in attachments.
Technology: Software vendors and SaaS providers define user counts, API access, and redistribution rights.

Identifying authorized signatories and internal approval steps reduces execution delays and limits post-signature challenges.

Core Provisions to Include in a Professional Use License Agreement

A well-drafted Use License Agreement combines commercial terms with legal protections to define use rights, payment, limitations, and dispute processes to reduce ambiguity and support enforcement.

Grant of Rights

Specify exclusive or nonexclusive status, duration, territory, permitted uses, and whether the license includes rights to modify, distribute, or sublicense; attach exhibits listing included materials and versions.

Consideration

State monetary fees, royalty rates, metrics for usage-based charges, payment schedule, late fees, and audit rights to verify reported usage and royalties.

Restrictions

List prohibited acts such as reverse engineering, removal of notices, unauthorized copying, or use beyond agreed channels; specify consequences for breach and remediation steps.

Warranties

Define licensor warranties and disclaimers, including whether implied warranties are disclaimed and the extent of any indemnification offered for IP claims.

Termination

Identify termination events, cure periods, rights on termination including return or destruction of licensed materials, and surviving clauses like confidentiality.

Governing Law

Name governing state law and venue for disputes, and consider arbitration or mediation clauses for alternative dispute resolution.

Step-by-Step: From Drafting to Signed License

Step-by-step checklist to complete a Use License Agreement accurately, from drafting to signature and post-execution recordkeeping.

01

Draft Terms: Define scope, duration, fees, and restrictions clearly.
02

Attach Exhibits: Include schedules, IP lists, and usage examples.
03

Review Legally: Have counsel check indemnities and assignment clauses.
04

Execute & Record: Sign, date, and store executed copies for retention.

Typical Online Workflow Settings for License Execution

Set up an online workflow for drafting, approval routing, e-signature, and recordkeeping using an eSignature platform.

Field	Configuration
Template	Pre-fill clauses, attach exhibits, and lock required fields.
Routing	Define approval order and alternates.
Authentication	Choose email, SMS code, or ID verification.
Archive	Save PDFs with audit trail in cloud storage.

Where Signed Licenses Typically Go After Execution

Typical routing and submission destinations after execution, including counterparty distribution and secure archiving for compliance.

Email Copy: Send signed PDF to all parties automatically.
Internal Repository: Store executed files in central document management system.
Registrar/Agent: Provide copy to licensing agent when required.
Custodial Archive: Retain immutable copy with audit trail.

Technical and Security Requirements for eExecution

Technical and legal capabilities to support online execution and evidence preservation for a Use License Agreement.

Formats: PDF, DOCX, and exportable XML.
Integrations: Connectors for Salesforce, NetSuite, and Google Workspace.
Security: TLS 1.2/1.3 and AES-256 encryption.

Key Dates to Track in a Use License Agreement

Key timing considerations for Use License Agreements, including effective date, payment schedule, renewal notices, and retention obligations.

Agreement Effective Date:

Determines start of rights and obligations; use MM/DD/YYYY.

Payment Schedule and Due Dates:

Specify invoice dates, payment windows, late fees.

Renewal and Notice Periods:

State automatic renewal terms and notice windows for nonrenewal.

Termination Cure Periods:

Include cure periods and steps to remedy breaches.

Record Retention Deadlines:

Retain executed agreements per tax and industry law.

Common Pitfalls to Avoid When Preparing a License

Failing to define licensed assets precisely leads to disputes over what is included and can prolong litigation and settlement discussions.
Using vague duration or territory clauses can allow unintended perpetual or global rights, risking lost control over intellectual property.
Neglecting to require proof of authority for signers produces enforceability challenges when corporations change personnel or representatives.
Relying on handwritten or inconsistent versions without a retained audit trail complicates enforcement and increases administrative burden.

Consequences of an Incorrect or Incomplete License

Incorrect Parties: Creates unenforceable contract.

Missing Dates: Affects effective rights.

Ambiguous Scope: Leads to litigation.

Unauthorized Signer: Contract unenforceable.

Payment Defaults: Late fees and damages.

IP Infringement: Indemnity exposure.

Practical Examples of License Execution and Outcomes

Real-world examples illustrate how Use License Agreements support remote execution and operational control across industries.

Tim Martin — Martin Properties

Tim Martin, founder of Martin Properties, digitized lease and licensing workflows to remove in-person signature bottlenecks and speed closings.

Cut turnaround time for signed licenses significantly.
"I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Brian Fitzgibbons — Optica Ventures LLC

Brian Fitzgibbons, COO at Optica Ventures, standardized license templates to reduce negotiation cycles and ensure consistent rights language across deals.

Made the process easier for customers to complete.
"The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." This reduced support inquiries and sped receipt of executed licenses across customer segments.

eSignature Pricing and Capability Snapshot for License Execution

High-level pricing and capability comparison for common eSignature vendors to consider when executing Use License Agreements.

	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	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions and Troubleshooting

Answers to common questions about preparing, executing, and enforcing Use License Agreements, including e-signature and retention concerns.

Need help? Contact support

Can a Use License Agreement be signed electronically?
Yes. Electronic signatures are enforceable under the federal ESIGN Act (15 U.S.C. ch. 96, 2000) and state UETA statutes in most jurisdictions. Ensure intent, consent, attribution, and reliable record retention to meet the ESIGN four-part legal validity test.
When is notarization required or recommended?
Notarization is rarely required for licensing but may be recommended for evidentiary strength or when state law or counterparty requests it. Verify state notary rules and consider remote online notarization where permitted by the state's notary commission.
What if signers use different or informal names?
Mismatched or informal names can render the license ambiguous or unenforceable. Use full legal entity names, attach evidence of authority for signatories, and correct errors promptly via a signed amendment to preserve enforceability.
Are HIPAA requirements relevant to licensing agreements?
If the licensed materials contain protected health information, include a Business Associate Agreement and detailed data handling terms. Address access controls, encryption, audit logging, and HIPAA retention (45 CFR §164.530(j)).
How long must executed agreements be retained?
Retain signed licenses for the active term plus a conservatively three to seven years post-termination; follow federal minima such as IRC §6501(a) for tax records and industry-specific mandates where applicable.
What is the correct way to amend or terminate a license?
Amendments should be in writing and signed by authorized representatives, citing the original agreement. Termination clauses should specify cure periods, notice procedures, and post-termination obligations such as return or destruction of licensed materials.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now