---
name: licensing-agreement
description: "สกิลสำหรับสัญญา Licensing ใช้เมื่อต้องการแนวทาง ขั้นตอน Template หรือคำแนะนำเชิงปฏิบัติสำหรับงานกฎหมาย นโยบาย Compliance เอกสารสัญญา และเอกสารเทคนิคที่ต้องมีโครงสร้างชัดเจน ในหัวข้อนี้"
allowed-tools: Read Write Bash(ls)
---

# สัญญา Licensing

## When to Use This Skill

- User wants to license their content, templates, photos, or digital products to others
- User needs to define usage rights for their intellectual property
- User wants to set up a royalty structure for licensed content
- User is granting permission for someone to use their work commercially
- User needs to protect their IP while allowing controlled access

## Core Principle

LICENSING IS RENTING ACCESS, NOT SELLING OWNERSHIP — THE CREATOR RETAINS ALL RIGHTS NOT EXPLICITLY GRANTED IN THE AGREEMENT.

## Legal Disclaimer

**IMPORTANT: The templates generated by this skill are for informational and educational purposes only. They do not constitute legal advice. Licensing law varies by jurisdiction and content type. Always have a qualified attorney review any licensing agreement before execution. Intellectual property rights are complex, and these templates may not cover all scenarios relevant to your situation.**

## Workflow

### Phase 1: Define the License Scope

1. Identify what is being licensed:
   - Digital products (templates, presets, designs)
   - Written content (articles, courses, ebooks)
   - Visual content (photos, illustrations, videos)
   - Software or code
   - Brand assets (logos, trademarks)
   - Audio (music, podcasts, sound effects)
2. Identify the licensor (creator/owner) and licensee (person gaining rights)
3. Determine the license type:
   - **Exclusive**: Only the licensee can use it (creator cannot license to others)
   - **Non-exclusive**: Multiple licensees can use it simultaneously. This is the default.
   - **Sole**: Only the licensee and the creator can use it (no other licensees)

### Phase 2: Define Usage Rights

4. Specify permitted uses:
   - Commercial vs. non-commercial
   - Digital only, print only, or both
   - Derivative works allowed or prohibited
   - Resale or sublicensing permitted or prohibited
   - Attribution required or not
5. Specify restrictions:
   - Territory (worldwide, specific countries, specific regions)
   - Duration (perpetual, fixed term, renewable)
   - Volume limits (unlimited use, specific number of copies/uses)
   - Platform restrictions (specific websites, all platforms)
6. **GATE: If the license is exclusive, the compensation must be significantly higher to reflect the creator giving up future licensing opportunities**

### Phase 3: Structure Compensation

7. Choose a compensation model:

| Model | Best For | Example |
|-------|----------|---------|
| One-time flat fee | Templates, presets, simple assets | $2,500 for unlimited use of 50 photo presets |
| Royalty (percentage of revenue) | Courses, content generating ongoing revenue | 15% of net revenue from course sales |
| Per-use fee | Stock photos, music licensing | $50 per use in a publication |
| Annual license fee | Software, ongoing access to asset library | $1,200/year for brand asset access |
| Advance + royalty | High-value content deals | $5,000 advance + 10% royalties after recoup |

8. Define payment terms (net 30, quarterly, monthly)
9. Define audit rights (can the licensor verify sales/usage numbers?)

### Phase 4: Generate the Agreement

10. Draft the licensing agreement using the template structure below
11. Include all negotiated terms from Phases 1-3
12. Add termination and breach clauses

### Phase 5: Deliver

13. Output the complete licensing agreement
14. Provide a plain-English summary of key terms
15. Remind the user to have an attorney review before signing

## Example 1: Photo Preset Pack Licensed to a Marketing Agency

**Context:** A photographer licenses a pack of 25 Lightroom presets to a marketing agency for use in client work.

```
CONTENT LICENSE AGREEMENT

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

Licensor: Maya Torres Photography LLC, a Texas limited liability
company ("Licensor")

Licensee: BrightPath Marketing Inc., a California corporation
("Licensee")

1. LICENSED CONTENT

The Licensor grants the Licensee a license to use the following:
- "Warm Editorial Preset Collection" — 25 Adobe Lightroom presets
  as delivered via digital download on the Effective Date
  (collectively, the "Licensed Content")

2. GRANT OF LICENSE

The Licensor grants the Licensee a non-exclusive, non-transferable
license to use the Licensed Content subject to the following terms:

Permitted Uses:
(a) Apply presets to photographs for commercial client projects
(b) Use in digital and print marketing materials
(c) Use across all platforms (web, social media, print, email)
(d) No limit on the number of photos processed with the presets

Restrictions:
(a) The Licensee may NOT resell, sublicense, or redistribute the
    preset files to any third party
(b) The Licensee may NOT share preset files with clients — only
    the processed/edited photos may be delivered to clients
(c) The Licensee may NOT modify the presets and sell or distribute
    the modified versions as a new product
(d) The Licensee may NOT claim authorship of the preset designs

3. TERRITORY

Worldwide.

4. TERM

This license is granted for a period of two (2) years from the
Effective Date. The license may be renewed by mutual written
agreement for additional one-year terms.

5. COMPENSATION

The Licensee shall pay the Licensor a one-time license fee of
$1,800 (one thousand eight hundred dollars), due within fourteen
(14) days of the Effective Date.

Payment method: Bank transfer or PayPal to an account designated
by the Licensor.

6. INTELLECTUAL PROPERTY

The Licensor retains all ownership rights, including copyright, in
the Licensed Content. This Agreement does not transfer any
ownership rights to the Licensee.

7. ATTRIBUTION

Attribution is not required but is appreciated. If the Licensee
chooses to credit the Licensor, the following format is preferred:
"Presets by Maya Torres Photography"

8. WARRANTIES

The Licensor warrants that:
(a) They are the sole creator and owner of the Licensed Content
(b) The Licensed Content does not infringe on any third-party rights
(c) They have the authority to grant this license

The Licensee warrants that:
(a) They will use the Licensed Content only as permitted herein
(b) They will not attempt to reverse-engineer or extract the
    preset formulas for redistribution

9. TERMINATION

Either party may terminate this Agreement with thirty (30) days
written notice. Upon termination:
(a) The Licensee must cease all use of the Licensed Content
(b) The Licensee must delete all copies of the preset files
    within fourteen (14) days
(c) Photos already processed with the presets before termination
    may continue to be used — the license for processed output
    survives termination

10. BREACH

If the Licensee breaches any term of this Agreement, the Licensor
may terminate the license immediately upon written notice. The
Licensor reserves the right to seek damages for unauthorized use.

11. LIMITATION OF LIABILITY

The Licensed Content is provided "as is." The Licensor's total
liability under this Agreement shall not exceed the license fee
paid by the Licensee.

12. GOVERNING LAW

This Agreement is governed by the lAWS of the State of Texas.

IN WITNESS WHEREOF:

LICENSOR                         LICENSEE

Signature: ___________________   Signature: ___________________
Name: Maya Torres                Name: ________________________
Title: Owner                     Title: ________________________
Date: ________________________   Date: ________________________
```

**Plain-English Summary:**
BrightPath Marketing pays $1,800 once to use Maya's 25 Lightroom presets on unlimited client photos for 2 years. They cannot share the preset files with anyone or resell them. Maya still owns the presets and can license them to other agencies. If BrightPath breaks the rules, Maya can terminate immediately.

## Example 2: Online Course Licensed to a Corporate Training Company

**Context:** A business coach licenses their flagship online course to a corporate training company for internal employee use.

```
CONTENT LICENSE AGREEMENT

Licensor: Derek Huang Coaching LLC ("Licensor")
Licensee: Meridian Corp ("Licensee")
Effective Date: _________________

1. LICENSED CONTENT

"Leadership Foundations" — 12-module video course including:
- 12 video lessons (8.5 hours total)
- 12 companion workbooks (PDF)
- 3 assessment templates
(collectively, the "Licensed Content")

2. GRANT OF LICENSE

The Licensor grants the Licensee an exclusive license for internal
corporate training use, subject to the following terms:

Permitted Uses:
(a) Host the course on Licensee's internal LMS for employee access
(b) Use in onboarding and professional development programs
(c) Create internal discussion guides referencing the course content

Restrictions:
(a) The Licensee may NOT resell or offer the course to external
    parties, customers, or the general public
(b) The Licensee may NOT modify the video content (workbooks may
    be adapted for internal use with Licensor approval)
(c) Use is limited to a maximum of 500 employees per year
(d) The Licensee may NOT sublicense or transfer this agreement

3. TERRITORY

United States and Canada only.

4. TERM

Two (2) years from the Effective Date, renewable annually by
mutual written agreement.

5. COMPENSATION

(a) Advance: $15,000 upon execution of this Agreement
(b) Royalty: 12% of net internal training revenue attributed to
    this course (if the Licensee charges departments internally)
(c) If no internal charging model exists, a flat annual fee of
    $15,000 applies for each renewal year
(d) Royalty payments are due quarterly, within thirty (30) days
    of quarter end
(e) The Licensor has the right to audit usage records once per
    year with fourteen (14) days written notice

6. INTELLECTUAL PROPERTY

The Licensor retains full ownership and copyright of all Licensed
Content. The exclusive license applies only to internal corporate
training use — the Licensor retains the right to sell the course
directly to individual consumers and through other channels.

7. ATTRIBUTION

All course materials must include: "Created by Derek Huang Coaching
LLC. Licensed for internal use by Meridian Corp."

8. TERMINATION

Either party may terminate with sixty (60) days written notice.
Upon termination:
(a) Licensee removes all course content from internal LMS within
    thirty (30) days
(b) Licensee pays any outstanding royalties within thirty (30) days
(c) Employees who began the course before termination may complete
    it within ninety (90) days

9. GOVERNING LAW

State of New York.

LICENSOR                         LICENSEE

Signature: ___________________   Signature: ___________________
Name: Derek Huang                Name: ________________________
Title: Managing Member           Title: ________________________
Date: ________________________   Date: ________________________
```

**Plain-English Summary:**
Meridian Corp pays $15,000 upfront plus 12% quarterly royalties to use Derek's 12-module leadership course for internal employee training. The deal is exclusive for corporate training but Derek can still sell to individuals. Limited to 500 employees per year, US and Canada only, for 2 years. Derek can audit once per year to verify usage numbers.

## Recovery and Fallback

- If the user is unsure whether to offer exclusive or non-exclusive, default to non-exclusive — it preserves the ability to license to multiple parties and generate more revenue
- If the user has no idea how to price the license, use this rule of thumb: non-exclusive licenses typically run 10-30% of the asset's retail value per licensee; exclusive licenses run 3-10x that amount
- If the licensee requests modifications to the agreement, advise focusing negotiations on: scope of permitted uses, compensation structure, and termination terms — these are the three highest-impact clauses
- If the user is licensing to an international party, flag that enforcement across borders is complex and strongly recommend attorney review

## Constraints

- **Always include the legal disclaimer** — this generates templates, not legal advice
- Do not draft agreements for licensing content the user does not own (stock photos they purchased, others' music, etc.)
- Always default to non-exclusive unless the user explicitly requests exclusive licensing
- Exclusive licenses must command significantly higher compensation — flag this if the user underprices
- Do not include non-compete clauses in licensing agreements — these are separate instruments
- Always include a termination clause — no perpetual agreements without an exit mechanism
- Always include an IP ownership retention statement — the agreement must be clear that licensing is not a transfer of ownership
- Recommend attorney review before execution — never position these templates as ready to sign
