SayPro Licensing Agreement Template
This Licensing Agreement (the “Agreement”) is made and entered into as of [Date], by and between:
SayPro, a [Insert Company Type, e.g., Corporation, LLC] with a principal place of business located at [SayPro Address] (“Licensor”), and
[School Name], a [Insert School Type, e.g., Private/Charter/Public] educational institution, with its principal office located at [School Address] (“Licensee”).
WHEREAS, Licensor is the creator and owner of certain educational resources, tools, and content, including [list specific content, e.g., digital courses, lesson plans, interactive tools] (the “Licensed Materials”); and
WHEREAS, Licensee desires to license the Licensed Materials for use in its educational programs; and
WHEREAS, Licensor agrees to grant Licensee a license to use the Licensed Materials under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Grant of License
1.1 License Grant
Licensor hereby grants to Licensee a non-exclusive, non-transferable license to access and use the Licensed Materials solely for educational purposes within the scope of Licensee’s institution, as outlined in this Agreement.
1.2 Scope of License
- The Licensed Materials may only be used by [list how materials may be used, e.g., teachers, students, curriculum development, etc.].
- Licensee is not authorized to sublicense, distribute, or make available the Licensed Materials to third parties without prior written consent from Licensor.
1.3 License Duration
This license shall be effective for a period of [insert number of years or months], commencing on [start date], and ending on [end date], unless terminated earlier in accordance with the provisions of this Agreement.
2. Payment Terms
2.1 Licensing Fees
In consideration for the license granted herein, Licensee agrees to pay Licensor a licensing fee of $[amount] for the term of this Agreement. The payment shall be due as follows:
- [Payment Schedule: e.g., annual, quarterly, or monthly]
- Payments are due [insert payment terms, e.g., within 30 days of invoice].
2.2 Late Payments
If Licensee fails to pay any amount due under this Agreement within [insert number] days after the due date, Licensor may charge a late fee of [insert amount or percentage], and may suspend or terminate access to the Licensed Materials until all overdue payments are made.
3. Rights and Responsibilities of Licensee
3.1 Use of Licensed Materials
Licensee agrees to use the Licensed Materials solely for internal educational purposes within its institution. The materials may not be used for any commercial purposes or distributed outside of the Licensee’s institution.
3.2 Compliance with Laws
Licensee shall comply with all applicable laws, regulations, and policies regarding the use of the Licensed Materials, including data protection laws.
3.3 Protection of Licensed Materials
Licensee agrees to take reasonable measures to prevent unauthorized access, reproduction, or distribution of the Licensed Materials, including restricting access to authorized users only.
4. Rights and Responsibilities of Licensor
4.1 Provision of Licensed Materials
Licensor shall provide Licensee with the Licensed Materials in a format and manner that is accessible and usable for the intended educational purposes as specified in this Agreement.
4.2 Updates and Support
Licensor agrees to provide ongoing updates, technical support, and maintenance to the Licensed Materials, as specified in [Section X] (Support and Maintenance Terms), and will notify Licensee of any major updates or changes.
4.3 No Warranty
Licensor makes no representations or warranties about the effectiveness of the Licensed Materials or their suitability for any particular purpose, other than as specified in the documentation provided to Licensee.
5. Intellectual Property
5.1 Ownership of Intellectual Property
Licensor retains all ownership rights, titles, and interests in and to the Licensed Materials, including any modifications, improvements, or derivative works thereof. Nothing in this Agreement shall transfer any ownership rights to Licensee.
5.2 Restrictions on Modifications
Licensee may not modify, adapt, translate, or create derivative works based on the Licensed Materials without the prior written consent of Licensor.
6. Confidentiality
6.1 Confidential Information
Both parties agree to maintain the confidentiality of any proprietary or confidential information exchanged under this Agreement. This includes, but is not limited to, the content of the Licensed Materials, pricing information, and any other business or technical information disclosed during the term of the Agreement.
6.2 Non-Disclosure
Neither party shall disclose any confidential information to third parties without the prior written consent of the other party, except as required by law or as necessary to perform the obligations under this Agreement.
7. Termination
7.1 Termination for Breach
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [insert number] days of receiving written notice.
7.2 Termination for Convenience
Licensee may terminate this Agreement at any time with [insert number] days written notice to Licensor. In such event, Licensee will be liable for the payment of any fees due up to the effective date of termination.
7.3 Effect of Termination
Upon termination or expiration of this Agreement, Licensee shall immediately cease using the Licensed Materials and return or destroy any copies in its possession.
8. Limitation of Liability
Licensor’s liability for any claim arising out of this Agreement, whether in contract, tort, or otherwise, shall not exceed the amount paid by Licensee for the licensed resources during the term of this Agreement. In no event shall Licensor be liable for any consequential, incidental, or punitive damages.
9. General Provisions
9.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of [insert state or jurisdiction], without regard to its conflict of laws principles.
9.2 Dispute Resolution
Any disputes arising out of or in connection with this Agreement shall be resolved through [arbitration/mediation] in [insert location], and the decision of the arbitrator(s) shall be final and binding.
9.3 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written, between the parties.
9.4 Amendment
This Agreement may only be amended or modified by a written agreement signed by both parties.
10. Signatures
By signing below, both parties acknowledge and agree to the terms and conditions set forth in this Agreement.
For Licensor (SayPro)
Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________
For Licensee ([School Name])
Name: ___________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________
Appendices
- Appendix A: List of Licensed Materials
- Appendix B: Pricing and Payment Terms
- Appendix C: Support and Maintenance Terms
- Appendix D: Data Protection Agreement (if applicable)
This Licensing Agreement template formalizes the terms under which SayPro’s educational resources are provided to schools. It ensures clarity around payment, rights, responsibilities, intellectual property, and the duration of the partnership, protecting both parties and establishing a clear framework for the use of the resources.
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