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This Exclusive Content License Agreement (the "Agreement") is made and entered into as of [Date] (the "Effective Date"),
[Licensor Company Name], a [State of Incorporation, e.g., California Corporation/LLC] with its principal place of business at [Licensor Company Address] ("Licensor"),
AND
Licensee Company Name, a [State of Incorporation, e.g., Delaware Corporation/LLC] with its principal place of business at [Licensee Company Address] ("Licensee").
Licensor and Licensee may be referred to individually as a "Party" and collectively as the "Parties."
WHEREAS, Licensor is the sole and exclusive owner of, or otherwise has the right to license, certain video content as more particularly described herein;
WHEREAS, Licensee desires to obtain an exclusive license to use such video content for the purposes set forth in this Agreement; and
WHEREAS, Licensor is willing to grant such an exclusive license to Licensee, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
As used in this Agreement, the following terms shall have the meanings set forth below:
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the Term and within the Territory, a sole and exclusive, non-transferable (except as expressly permitted in Section 16 herein) license to reproduce, distribute, publicly perform, and publicly display the Content solely on the Platforms for the Permitted Uses specified in Section 3. All rights not expressly granted to Licensee hereunder are reserved by Licensor. For the avoidance of doubt, this exclusivity means that Licensor shall not, during the Term and within the Territory, grant any similar license to any third party, nor shall Licensor itself exercise such rights, except as explicitly permitted in Section 9 (Exclusivity Exceptions).
Licensee is permitted to use the Content solely for the purpose of publishing and promoting the Videos on the Platforms. Any other use requires the prior written consent of Licensor.
Licensee shall not, and shall not permit any third party to:
Licensor represents and warrants that it is the sole owner of the Content or has the necessary rights to grant the license set forth herein...
In full consideration for the rights and licenses granted herein, Licensee shall pay Licensor a one-time, non-refundable license fee of Five Thousand US Dollars ($5,000.00) (the "License Fee"). The License Fee shall be due and payable to Licensor within [Number, e.g., ten (10)] business days of the Effective Date, via [Payment Method, e.g., wire transfer to an account designated by Licensor, PayPal].
Licensee shall provide clear and conspicuous attribution to Licensor as the creator of the Videos. Such attribution shall read "Created by [Your Name]" and shall be displayed in reasonable proximity to each instance where a Video is published or displayed on the Platforms...
This Agreement shall commence on the Effective Date and shall continue for the Term, unless earlier terminated as provided herein.
Either Party may terminate this Agreement effective immediately upon written notice if the other Party materially breaches and fails to cure such breach...
Either Party may terminate this Agreement for any reason upon thirty (30) days' notice.
Upon expiration or termination: all rights cease, content must be removed, and owed payments are due. Sections 5, 10–15, 18 survive termination.
Licensor retains the right to use the Content in its own portfolio or showreel for self-promotion, provided it doesn’t materially conflict with Licensee’s exclusivity.
This Agreement shall be governed by the laws of the State of California. Courts in [County, e.g., Los Angeles County], California shall have exclusive jurisdiction.
All notices shall be in writing and delivered by personal service, courier, or email with confirmation. Notices are effective upon receipt or next business day if emailed after hours.
Licensee may not assign this Agreement without Licensor’s consent. Licensor may freely assign it. The Agreement is binding on successors and assigns.
This Agreement, including all appendices, is the complete and only agreement between the Parties. It may only be modified in writing signed by both Parties.
Licensor warrants ownership of the Content and that it does not infringe third-party rights or contain harmful content.
Licensee warrants authority and that its use will comply with laws and the Agreement.
Licensor shall indemnify Licensee for third-party claims regarding IP rights or Licensor’s breach.
Licensee shall indemnify Licensor for claims related to improper or unauthorized use of Content.
The indemnified Party shall notify promptly, and the indemnifying Party shall assume control and cover legal costs.
Each Party shall protect the other’s confidential information using reasonable care and not disclose it except as permitted or required by law. This obligation survives for [e.g., three (3)] years after termination.
Licensor will deliver Content within [e.g., five (5)] business days via agreed method. Licensee must review and report issues within [e.g., three (3)] business days.
Sections including 1, 5, 6, 8(d), 10–13, and 14–21 will survive expiration or termination of this Agreement.
If any provision is invalid or unenforceable, it shall not affect the remainder. The Parties shall amend to reflect their original intent.
No waiver shall be valid unless in writing. Failure to enforce any provision is not a waiver of the right to enforce it later.
This Agreement does not create a partnership, joint venture, or employment. Each Party acts independently and cannot bind the other.
[Licensor Company Name]
By: _________________________
Name:
Title:
Date:
Licensee Company Name]
By: _________________________
Name:
Title:
Date:
Drafted by 8contract.com
This Exclusive Content License Agreement (the “Agreement”) is entered into as of [Effective Date] by and between [Licensor Company Name], with a place of business at [Licensor Company Address] (“Licensor”), and Licensee Company Name, with a place of business at [Licensee Company Address] (“Licensee”). Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties.”
For increased clarity, the following terms are defined as used throughout this Agreement:
“Videos” shall mean all short-form video content provided by Licensor to Licensee hereunder, each under three (3) minutes in length and delivered in MP4 format, including all associated audio and visual elements.
“Platforms” shall mean the specific online services where Licensee is permitted to publish the Videos, limited to YouTube, Instagram, and TikTok.
Licensor grants Licensee an exclusive, non-transferable, non-sublicensable, royalty-free license to reproduce, publicly display, and publish the Videos solely within the territory of the United States of America for a period of two (2) years from the Effective Date (the “Term”). This exclusivity prohibits Licensor from granting rights to any third party for publication on the Platforms within the Territory during the Term, except as otherwise provided herein.
Licensee is authorized strictly to publish the Videos on its verified YouTube, Instagram, and TikTok accounts, solely for content distribution to its audience, and not for any commercial product endorsement or advertising unless otherwise agreed in writing by the Parties.
Licensee shall not, without Licensor’s prior written consent:
The Licensor retains all right, title, and interest in and to the Videos and all intellectual property rights therein, including any copyrights and moral rights. No rights are granted to the Licensee other than those specifically set forth in this Agreement. Rights not expressly granted are reserved by Licensor.
Licensee shall clearly display “Created by [Your Name]” in the video description, caption, or in-video overlay, as appropriate for each Platform and Video, and the credit shall be in a size and style no less prominent than credits granted to any other contributor or licensor in similar media.
In consideration for the rights granted herein, Licensee shall pay to Licensor a one-time, non-refundable, flat fee of $5,000.00 (Five Thousand U.S. Dollars) within five (5) business days of the Effective Date. No additional royalties or payments shall be due unless otherwise agreed in writing.
Notwithstanding the exclusivity, Licensor retains the right to use excerpts or clips from the Videos solely for inclusion in Licensor’s personal portfolio or showreel, strictly for non-commercial, self-promotional purposes.
Each Party represents and warrants that:
Licensor further represents and warrants that to its knowledge, the Videos do not infringe upon or violate any copyright or other proprietary right of any third party.
I recommend you include the following:
Licensee shall indemnify, defend, and hold harmless Licensor, and its officers, directors, employees, and agents, from and against any and all claims, losses, liabilities, damages, expenses, and costs (including reasonable attorneys’ fees) arising out of or in connection with Licensee’s misuse of the Videos or breach of this Agreement. Licensor shall indemnify Licensee against third-party claims that the Videos as delivered infringe any U.S. copyright.
I recommend you include the following:
Except for each Party’s indemnification obligations or willful misconduct, neither Party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages arising out of or relating to this Agreement. Liability for direct damages shall in no event exceed the amount paid by Licensee to Licensor hereunder.
I recommend you include the following:
Licensor shall have the right, upon reasonable prior notice and during regular business hours, to audit Licensee’s use of the Videos to confirm compliance with this Agreement, not more than once per calendar year and at Licensor’s expense (unless material breach is confirmed, in which case Licensee will reimburse audit costs).
I recommend you include the following:
Each Party agrees to hold in confidence all non-public information and terms disclosed by the other Party in connection with performance of this Agreement, and not to disclose such information to third parties, except as required by law or with the prior written consent of the other Party.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be submitted to the exclusive jurisdiction and venue of the state and federal courts located in [County], California.
All notices required or permitted under this Agreement shall be in writing and sent via email to the following addresses (or such other addresses as may be provided by notice):
If to Licensor: [Your Email Address]
If to Licensee: [Licensee Company Email Address]
All such notices shall be deemed received upon acknowledgment of receipt.
Licensee shall not assign or transfer this Agreement, whether by operation of law or otherwise, without Licensor’s prior written consent. Any attempted assignment without consent shall be null and void.
I recommend you include the following:
Neither Party shall be liable for failure to perform its obligations under this Agreement if such failure results from causes beyond the reasonable control of the affected Party, including but not limited to acts of God, war, terrorism, pandemic, labor disputes, or governmental orders (“Force Majeure Event”), provided that the affected Party promptly notifies the other Party and uses reasonable efforts to resume performance.
I recommend you include the following:
If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to be enforceable.
I recommend you include the following:
The Parties are independent contractors and nothing in this Agreement shall be construed to create an employment, joint venture, partnership, or agency relationship between them.
I recommend you include the following:
Licensee acknowledges that a breach of Sections 2, 4, or 5 may cause irreparable harm to Licensor, for which monetary damages may be inadequate. In such case, Licensor shall be entitled to seek injunctive relief in addition to any other legal remedies without the necessity of posting bond.
I recommend you include the following:
This Agreement may be executed in counterparts and by electronic means (including via PDF or electronic signature platform), each of which shall be deemed an original and collectively constitute one and the same instrument.
This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior negotiations, representations, or agreements, whether written or oral. Any modification must be in writing and signed by authorized representatives of both Parties.
IN WITNESS WHEREOF, the undersigned have executed this Exclusive Content License Agreement as of the Effective Date.
[Licensor Company Name]
By: ________________________
Name:
Title:
Licensee Company Name
By: ________________________
Name:
Title:
Drafted by 8contract.com
This Exclusive Content License Agreement (the "Agreement") is made and entered into as of [Date], with an effective date being the date of last signature (the "Effective Date"), by and between [Licensor Company Name], a [Licensor Company Type, e.g., Corporation, LLC] organized under the laws of the State of [Licensor State], with its principal place of business located at [Licensor Company Address] ("Licensor"), and Licensee Company Name, a [Licensee Company Type, e.g., Corporation, LLC] organized under the laws of the State of [Licensee State], with its principal place of business located at [Licensee Company Address] ("Licensee"). Licensor and Licensee are hereinafter collectively referred to as the "Parties" and individually as a "Party."
WHEREAS, Licensor is the sole and exclusive owner of certain short videos as defined herein; and
WHEREAS, Licensee desires to obtain an exclusive license to use and distribute the Videos on certain platforms within a defined territory;
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
The content subject to this Agreement consists of a collection of short videos (each, a "Video" and collectively, the "Videos"). Each Video is under three (3) minutes in length and is delivered to Licensee in MP4 format. The specific Videos licensed under this Agreement are identified in Exhibit A, attached hereto and incorporated herein by reference. I recommend including an Exhibit A that lists the exact titles, file names, and creation dates of all Videos covered by this Agreement to avoid any ambiguity.
Licensor hereby grants to Licensee an exclusive, non-sublicensable (except as explicitly permitted herein), non-transferable (except as provided in Section 12), royalty-free license to use, reproduce, distribute, publicly display, and publicly perform the Videos solely within the geographical boundaries of the United States of America (the "Territory") for a fixed term of two (2) years commencing on the Effective Date. The scope of this exclusive license is limited to the Permitted Uses explicitly defined in Section 3.
Licensee is exclusively permitted to publish, upload, display, and distribute the Videos on Licensee's official YouTube channel (youtube.com/[Your Channel Name]), Instagram accounts ([Your Instagram Handle(s)]), and TikTok accounts ([Your TikTok Handle(s)]) (collectively, the "Platforms"). This license specifically includes the right for Licensee to monetize the Videos through advertising on the Platforms in accordance with the Platforms' respective terms of service.
Licensor reserves all rights to the Videos. Licensee acknowledges it is granted a limited license only and acquires no ownership interest.
Licensee shall pay Licensor a one-time, non-refundable fee of $5,000.00 within [Number] days of the Effective Date via [e.g., PayPal or wire transfer] to [Licensor’s details].
Each published Video must include "Created by [Your Name]" in the description or caption.
Licensor may still use clips of the Videos for portfolio or promotional use.
California law governs. Disputes go to California courts.
Parties must attempt negotiation, then mediation in [City, State], before pursuing legal remedies.
Must be in writing via hand delivery, courier, email (with confirmation), or certified mail to addresses listed in this section.
No assignment without Licensor’s written consent. Exception: merger or acquisition with binding successor.
Each Party agrees to protect the other's confidential information for [Number] years post-termination.
Neither party liable for indirect damages. Licensor’s total liability capped at the fee paid.
Performance delays caused by events beyond control (natural disasters, war, etc.) are excused.
If one part is invalid, the rest remains enforceable.
No waiver is valid unless in writing. Delay in enforcement is not a waiver.
This Agreement may be signed in counterparts and via electronic means.
Headings are for reference only and do not affect interpretation.
This document contains the full agreement. It supersedes all prior discussions or agreements.
IN WITNESS WHEREOF, the Parties have executed this Exclusive Content License Agreement as of the Effective Date.
[Licensor Company Name]
By: _________________________
Name:
Title:
Licensee Company Name
By: _________________________
Name:
Title:
Drafted by 8contract.com
This Exclusive Content License Agreement (the "Agreement") is made and entered into as of [Date] by and between [Licensor Company Name], located at [Licensor Company Address] ("Licensor"), and Licensee Company Name, located at [Licensee Company Address] ("Licensee").
The content subject to this Agreement consists of short videos (the “Videos”), each under 3 minutes in length and in MP4 format. This definition helps clarify the scope of what is being licensed to avoid disputes regarding the type and form of content involved.
Licensor hereby grants to Licensee an exclusive, non-transferable license to use the Videos solely within the United States for a period of two (2) years from the Effective Date. The exclusive license includes the right to publish the Videos on Licensee's YouTube channel, Instagram, and TikTok accounts (the "Platforms"). Licensee acknowledges that this exclusivity prevents Licensor from licensing the same Videos to any other entity within the defined territory during the agreed period.
Licensee may publish the Videos on the Platforms as specified, and use the Videos for promotional activities directly related to the Licensee's business. Such activities include, but are not limited to, digital marketing campaigns, advertisements, and as part of video compilations for promotional purposes.
Licensor retains all right, title, and interest in and to the Videos, including all copyrights and other intellectual property rights. Licensee acknowledges that it is granted only a license to use the Videos in accordance with this Agreement and does not acquire any ownership rights in the Videos.
Licensee shall pay Licensor a one-time fee of $5,000.00 (Five Thousand US Dollars) for the exclusive rights granted under this Agreement. Payment shall be made via [specify payment method, e.g., bank transfer, PayPal] within [specify time frame, e.g., 30 days of signing the Agreement].
Licensee shall provide credit to Licensor as the creator of the Videos by displaying "Created by [Your Name]" under each Video where it appears on the Platforms. The location and visibility of the credit shall be easily identifiable to the audience.
Notwithstanding the exclusivity granted herein, Licensor retains the right to use clips from the Videos in Licensor's personal portfolio, promotional materials, or showreel without infringing upon the rights granted to the Licensee.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any legal proceedings arising from this Agreement shall be conducted in the appropriate courts located in [specify county, e.g., Los Angeles County], California.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when sent by email to the addresses below:
Licensee shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Licensor. Any attempted assignment in violation of this section shall be void. Licensor has the right to assign this Agreement to any affiliated entity.
Licensee shall indemnify and hold harmless Licensor from any claims, liabilities, damages, or expenses (including reasonable attorney's fees) arising out of or related to Licensee's use of the Videos, including but not limited to any breach of this Agreement or any unauthorized use of the Videos.
Neither party shall be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control (force majeure), including but not limited to natural disasters, acts of government, or labor disputes.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[Licensor Company Name]
By: _________________________
Name:
Title:
Licensee Company Name
By: _________________________
Name:
Title:
Drafted by 8contract.com.
This clause defines the type of content being licensed, clarifying expectations for both parties.
This outlines the exclusivity of the license agreement, including geographical limitations and the duration, thus avoiding ambiguity in use.
Specifies how the Licensee can utilize the content, providing a framework around acceptable practices that align with business objectives.
Details limitations on the Licensee, helping to prevent misuse of the Videos and protecting the Licensor's interests.
Affirms that the Licensor retains ownership rights, clearly delineating the boundaries of the agreement.
Defines the payment terms to provide clarity on financial obligations.
Ensures that appropriate attribution is given to the Licensor, allowing for brand recognition and visibility.
Covers options for terminating the agreement, detailing conditions that may prompt either party to end the arrangement.
Clarifies what rights the Licensor retains, protecting their ability to use the content for personal gain.
Specifies the legal jurisdiction that governs the contract, reducing uncertainty in the case of legal disputes.
Provides a means for formal communication regarding the Agreement, establishing clear procedures.
Prevents unauthorized transfers of rights under the Agreement, ensuring that the Licensor is aware of the parties involved.
Protects the Licensor from possible liabilities incurred through the Licensee's actions.
Offers a safeguard for both parties in unexpected situations, clarifying that they will not be held liable for certain unforeseen circumstances.
Confirms that the contract encapsulates all understandings, guarding against claims of prior verbal agreements.