Licensing Agreement (UK)
This Licensing Agreement (the “Agreement”) is entered into on [Effective Date] (the “Effective Date”) by and between:
[Licensor Name], [Licensor Type], with its registered or principal address at [Licensor Address], [Licensor City], [Licensor County], [Licensor Postcode] (hereinafter referred to as the “Licensor”); and
[Licensee Name], [Licensee Type], with its registered or principal address at [Licensee Address], [Licensee City], [Licensee County], [Licensee Postcode] (hereinafter referred to as the “Licensee”).
The Licensor and the Licensee are referred to collectively as the “Parties” and individually as a “Party”.
BACKGROUND
The Licensor is the owner of [Ip Type] comprising [IP Description] (the “Licensed IP”).
The Licensee wishes to obtain a licence to use the Licensed IP within the Territory, and the Licensor is willing to grant such a licence on the terms and conditions set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual obligations herein and for good and valuable consideration, the Parties agree as follows:
1. GRANT OF LICENCE
1.1 Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee [Licence Exclusivity] licence to use the Licensed IP within the following territory: [Licence Territory] (the “Territory”), during the Term.
1.2 The licence granted under this clause 1 is limited to the use of the Licensed IP for the Licensee’s own business purposes and does not include the right to modify, adapt, or create derivative works based on the Licensed IP, except as expressly agreed in writing by the Licensor.
1.3 The Licensor retains all ownership rights in and to the Licensed IP. Nothing in this Agreement shall be construed as transferring any ownership interest in the Licensed IP to the Licensee.
1.4 The Licensee shall use the Licensed IP only in accordance with any usage guidelines, style guides, or other requirements specified by the Licensor from time to time in writing.
2. TERM
2.1 This Agreement shall commence on the Effective Date and shall continue for [Licence Term] (the “Term”), unless terminated earlier in accordance with clause 8.
2.2 On expiry of the Term, the licence granted under this Agreement shall terminate automatically unless the Parties agree in writing to extend the Term.
3. LICENCE FEE
3.1 In consideration for the licence granted under this Agreement, the Licensee shall pay to the Licensor: [Licence Fee Details].
3.2 All payments shall be made in pounds sterling (GBP) by bank transfer to the account nominated by the Licensor in writing.
3.3 All sums payable under this Agreement are exclusive of VAT, which shall be added at the applicable rate where chargeable.
3.4 Interest on overdue payments shall accrue at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.
3.5 The Licensor shall have the right to audit the Licensee’s records once per year, on reasonable notice, to verify the accuracy of any royalty or revenue-based fee calculations.
4. QUALITY CONTROL
4.1 The Licensee shall use the Licensed IP only to the following quality standards: [Quality Control].
4.2 The Licensor may inspect the Licensee’s use of the Licensed IP upon reasonable notice and may require the Licensee to cease any use that does not comply with the quality standards.
4.3 The Licensee acknowledges that uncontrolled use of a trade mark may render it vulnerable to revocation under section 46(1)(d) of the Trade Marks Act 1994 and agrees to comply with all quality control requirements accordingly.
5. INTELLECTUAL PROPERTY OWNERSHIP AND PROTECTION
5.1 The Licensee acknowledges the Licensor’s title to the Licensed IP and shall not at any time do or omit to do anything that would or might impair or prejudice the Licensor’s rights in the Licensed IP.
5.2 The Licensee shall promptly notify the Licensor if it becomes aware of any actual or threatened infringement of the Licensed IP by any third party.
5.3 The Licensor shall have the sole right (but not obligation) to bring infringement proceedings in respect of the Licensed IP. If the Licensor declines to take action, the Licensee may bring proceedings with the Licensor’s written consent.
5.4 The Licensee shall not register, or apply to register, any trade mark, patent, design, or domain name that is the same as or similar to the Licensed IP.
6. CONFIDENTIALITY
6.1 Each Party undertakes to keep confidential all information designated as confidential by the other Party, and to use such information only for the purposes of this Agreement.
6.2 The confidentiality obligations under this clause shall survive termination of this Agreement for a period of three years.
7. TERMINATION
7.1 Either Party may terminate this Agreement by giving 30 days’ written notice to the other Party.
7.2 The Licensor may terminate this Agreement immediately by written notice if:
- the Licensee fails to pay any sum due within 14 days of the due date and fails to remedy such non-payment within 7 days of written notice;
- the Licensee commits a material breach of this Agreement and (where the breach is capable of remedy) fails to remedy it within 30 days of written notice;
- the Licensee becomes insolvent, enters administration, or is wound up; or
- the Licensee uses the Licensed IP in a manner that, in the Licensor’s reasonable opinion, damages the Licensor’s reputation or intellectual property rights.
7.3 On termination or expiry of this Agreement, the licence granted under clause 1 shall immediately cease, and the Licensee shall promptly: (a) cease all use of the Licensed IP; (b) destroy or return all materials incorporating the Licensed IP; and (c) pay all outstanding sums due.
8. WARRANTIES AND LIMITATION OF LIABILITY
8.1 The Licensor warrants that: (a) it is the owner of or has the right to license the Licensed IP; (b) it is not aware of any third-party claims that would prevent the Licensee from exercising the licence granted under this Agreement; and (c) the grant of the licence does not infringe any third party’s rights.
8.2 The Licensee warrants that it shall comply with all applicable laws in its use of the Licensed IP, including the Copyright, Designs and Patents Act 1988, the Trade Marks Act 1994, and the Patents Act 1977.
8.3 Neither Party shall be liable to the other for any indirect, consequential, or special loss, including loss of profit, arising from or in connection with this Agreement, except in cases of fraud or wilful misconduct.
9. GENERAL PROVISIONS
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the licences granted herein and supersedes all prior agreements and understandings.
9.2 Amendment. No amendment shall be valid unless made in writing and signed by authorised representatives of both Parties.
9.3 Severability. If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force.
9.4 Third Party Rights. A person not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999.
9.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Each Party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
IN WITNESS WHEREOF, the Parties have executed this Licensing Agreement as of the Effective Date first written above.
THE LICENSOR
Full name: [Licensor Name]
Address: [Licensor Address], [Licensor City], [Licensor County], [Licensor Postcode]
THE LICENSEE
Full name: [Licensee Name]
Address: [Licensee Address], [Licensee City], [Licensee County], [Licensee Postcode]
Licensor
________________
Signature
Date: ________________
Licensee
________________
Signature
Date: ________________
What Is a Licensing Agreement (UK)?
A Licensing Agreement in the United Kingdom grants permission to use the owner's rights or brand and sets the scope, territory, fees, and duration of that licence, under the framework of the Designs and Patents Act 1988.
In England and Wales, intellectual property licensing is governed by a suite of statutes depending on the type of IP involved. Copyright is protected and regulated by the Copyright, Designs and Patents Act 1988 (CDPA 1988), which covers literary, dramatic, musical, and artistic works, sound recordings, films, broadcasts, and computer programs. Trade marks are protected by the Trade Marks Act 1994, which governs the registration, licensing, and enforcement of registered trade marks in the United Kingdom. Patents are regulated by the Patents Act 1977, which governs the grant, licensing, and assignment of UK patents and applications. Unregistered design rights and registered designs are also protected under the CDPA 1988 and the Registered Designs Act 1949 respectively.
A Licensing Agreement is one of the most commercially important documents in any intellectual property transaction. It enables rights holders to generate revenue from their IP without relinquishing ownership, and enables licensees to access valuable IP without the need to develop it independently. Licensing is fundamental to a wide range of industries including software, music, film, fashion, pharmaceutical, and technology.
The United Kingdom Licensing Agreement (UK) Licensing Agreement template is designed for use in England and Wales by licensors and licensees of any type of intellectual property, including copyright (such as software, creative works, and content), registered trade marks, patents, and know-how. It covers the grant of licence (exclusive, sole, or non-exclusive), territory, duration, licence fee and royalties, quality control, sub-licensing, IP ownership, confidentiality, warranties, termination, and governing law.
The legal framework governing the Licensing Agreement (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Licensing Agreement (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Licensing Agreement (UK)?
A Licensing Agreement is required whenever the owner of intellectual property wishes to permit a third party to use that IP in a commercial context, while retaining ownership of the underlying rights. It is also required when a business wishes to acquire the right to use a third party's IP for its commercial activities.
Common situations in which a UK Licensing Agreement is required include: a software developer licensing its proprietary software platform to a business customer for use within the customer's organisation; a fashion brand licensing its trade marks to a manufacturer for use on a range of products; an inventor licensing a patent to a manufacturing company that will produce and sell products based on the patented technology; a publisher licensing content, images, or music to a media company for use in publications or broadcasts; a university licensing research results and know-how to a commercial partner for development and commercialisation; and a brand owner granting a licence to use its trade marks for corporate merchandise or promotional products.
A Licensing Agreement is particularly important where the IP is of significant commercial value, where the licence is exclusive, or where the licensee's use of the IP could affect the licensor's reputation (as is the case with trade mark licences subject to quality control obligations). Without a formal written agreement, the scope of the licence, the fee arrangements, and the parties' rights on termination will be unclear, increasing the risk of disputes and litigation.
An exclusive licence of copyright under the CDPA 1988 must be in writing and signed by or on behalf of the copyright owner (section 92 CDPA 1988). A patent licence should be in writing and registered at the UKIPO to preserve the licensee's right to damages for pre-registration infringement. A trade mark licence should similarly be recorded on the UKIPO register (Form TM50) to protect the licensee's enforcement rights.
What to Include in Your Licensing Agreement (UK)
A well-drafted Licensing Agreement for use in England and Wales should contain several essential provisions, each designed to protect both the licensor's intellectual property rights and the licensee's right to use those rights for the agreed commercial purpose.
The grant of licence clause is the heart of the agreement. It specifies the type of IP being licensed (copyright, trade mark, patent, design, or know-how), the precise scope of the rights granted (including whether the licence is exclusive, sole, or non-exclusive), the territory within which the licence may be exercised, and any restrictions on how the IP may be used.
The IP description clause identifies the specific intellectual property covered by the licence with precision. For trade marks, this means including the UKIPO registration numbers and the classes of goods or services. For patents, it means specifying the patent number(s) and the jurisdiction(s) in which they are registered. For copyright works, it means identifying the work title, author, and date of creation.
The term clause specifies the period for which the licence is granted. An open-ended licence without a defined term may be terminable on reasonable notice under English law, creating uncertainty.
The licence fee clause specifies the consideration payable by the licensee, whether as a lump sum, an annual fee, a royalty based on net sales or revenues, or a combination. It should address VAT treatment, payment dates, audit rights, and interest for late payment under the Late Payment of Commercial Debts (Interest) Act 1998.
The quality control clause is critical in trade mark licences. The licensor must exercise genuine control over the quality of goods and services produced under the trade mark to prevent revocation under section 46(1)(d) of the Trade Marks Act 1994.
The sub-licensing clause specifies whether the licensee may grant sub-licences and, if so, on what conditions. The default position under English law is that sub-licensing is not permitted without the licensor's consent.
The IP ownership and protection clause confirms the licensor's title to the IP, requires the licensee to notify the licensor of any infringement it becomes aware of, and addresses who has the right to bring enforcement proceedings.
The termination clause specifies the grounds for termination (including material breach, insolvency, and non-payment of fees) and the licensee's obligations on termination, including ceasing all use of the licensed IP.
The warranties clause includes the licensor's warranty of title and non-infringement, which protects the licensee against third-party IP claims. The governing law and jurisdiction clause should specify England and Wales.
Additional compliance elements for a Licensing Agreement (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Licensing Agreement (UK) (United Kingdom) [Legal document template]. Forms Legal. https://forms-legal.com/uk/business/contracts/licensing-agreement-uk
"Licensing Agreement (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/contracts/licensing-agreement-uk.
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author = {{Forms Legal}},
title = {Licensing Agreement (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/contracts/licensing-agreement-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Also available for these jurisdictions:
Frequently Asked Questions
In England and Wales, the distinction between exclusive, sole, and non-exclusive licences has significant legal consequences, particularly in relation to the ability to enforce intellectual property rights and to bring infringement proceedings. An exclusive licence grants the licensee the right to use the intellectual property to the exclusion of all others, including the licensor itself. Under section 92 of the Trade Marks Act 1994 and section 101A of the Copyright, Designs and Patents Act 1988, an exclusive licensee has the right to bring infringement proceedings in its own name (subject to certain conditions), without needing the licensor to be a party. A sole licence grants the licensee the right to use the IP to the exclusion of other licensees, but the licensor retains the right to use the IP itself. Under English law, a sole licensee generally does not have the same statutory right to bring infringement proceedings independently as an exclusive licensee. A non-exclusive licence permits the licensee to use the IP alongside the licensor and any other licensees the licensor may appoint. A non-exclusive licensee has no right to bring infringement proceedings independently. The choice of licence type should reflect the commercial deal: exclusive licences typically command higher royalties than non-exclusive licences, as they provide greater commercial security to the licensee.
Under section 25 of the Trade Marks Act 1994, a licence of a registered trade mark may be recorded in the UK Intellectual Property Office (UKIPO) trade marks register. Although registration of the licence is not mandatory, it is strongly recommended for the following reasons. Until the licence is registered, a licensee cannot claim damages or an account of profits for infringement that occurred before the licence was registered (section 25(4) TMA 1994). Recording the licence provides public notice of the licensee's rights and can assist in enforcement. For an exclusive licence, registration is particularly important because it establishes the licensee's right to bring infringement proceedings under section 31 of the TMA 1994. The application to record a licence is made to the UKIPO on Form TM50. There is a fee (currently £50 per trade mark per licensee). The licence document itself does not need to be filed, but the UKIPO requires details of the trade mark number, the identity of the licensor and licensee, and the terms of the licence (including whether it is exclusive and the territory and duration). Where the licence covers multiple trade marks, a separate recording may be required for each mark.
Under section 90 of the Copyright, Designs and Patents Act 1988, a non-exclusive licence of copyright does not need to be in writing and can be granted orally or by conduct. However, an exclusive licence of copyright must be in writing and signed by or on behalf of the copyright owner (section 92 CDPA 1988). Despite the flexibility available for non-exclusive licences, it is strongly advisable to use a written licence agreement in all cases for the following reasons. A written agreement provides clear evidence of the scope of the licence (including the territory, duration, and permitted uses), the consideration paid or payable, the quality control requirements, and the parties' rights on termination. Without a written agreement, disputes are common about the extent of the rights granted, whether the licence is exclusive or non-exclusive, and whether it is revocable. A written agreement also enables the parties to deal with issues such as moral rights (which the author of a literary, dramatic, musical, or artistic work cannot waive orally), data protection, and limitation of liability. For software licensing in particular, a detailed written licence agreement is essential to define the scope of permitted use, whether source code is provided, and the terms of any maintenance and support.
Quality control in trade mark licences is a critical issue under English law. The trade mark register serves as an indication of the commercial origin and quality of goods and services. Under section 46(1)(d) of the Trade Marks Act 1994, a registered trade mark may be revoked if, as a result of the acts or inactivity of the proprietor, the mark has become the common name in the trade for a product or service in respect of which it is registered, or if use of the mark by the licensee is liable to mislead the public. In practice, this means that a licensor must exercise genuine control over the nature and quality of the goods or services produced or sold by the licensee under the trade mark. A bare licence, under which the licensor imposes no quality standards and exercises no supervision over the licensee's use of the mark, may be challengeable as a sham or naked licence. The licence agreement should set out the quality standards the licensee must meet, provide the licensor with inspection rights, and enable the licensor to terminate the licence if quality standards are not maintained. This approach protects the integrity of the trade mark and reduces the risk of revocation proceedings.
The default position under English law is that a licensee cannot assign or sub-licence intellectual property rights without the licensor's consent unless the licence agreement expressly permits it. Under section 90(4) of the Copyright, Designs and Patents Act 1988, a licence granted by a copyright owner is binding on every successor in title to his interest in the copyright, except a purchaser in good faith for valuable consideration and without actual or constructive notice of the licence. For patents, section 31 of the Patents Act 1977 provides that a licence is binding on the licensee's successor in title unless the licence agreement provides otherwise. In practice, a well-drafted licensing agreement should state expressly whether assignment or sub-licensing is permitted, and if so on what conditions (such as the licensor's prior written consent, sub-licences being on no less restrictive terms, and the licensee remaining liable for the sub-licensee's compliance). Allowing sub-licensing without adequate controls can undermine quality control, create competition law risks, and expose the licensor to reputational harm. If assignment is permitted, the agreement should require the assignee to enter into a direct covenant with the licensor to comply with the licence terms.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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