Licence grant clause

Sample clause

a photography licence between Wattle Lane Studio and Saltbush Brewing, a fictional craft brewery in Ballarat

1. Grant. The Photographer grants the Client a licence to use the Images on the terms in this clause. 1.1 Scope: reproduction of the Images in digital advertising, social media posts, the Client's website and point of sale material for the Harvest Ale campaign. 1.2 Territory: Australia and New Zealand. 1.3 Term: 12 months from 1 March 2027. 1.4 Exclusivity: non exclusive, except that the Photographer must not license the Images to another brewer during the Term. 1.5 Sublicensing: the Client may sublicense to its media agency and its retail stockists for the permitted uses only. 1.6 Transfer: the licence may be transferred with the sale of the Harvest Ale brand, on written notice to the Photographer. 2. Outside the Grant. Use in television advertising, on packaging, or after the Term requires a further written licence and a further fee. 3. Credit. Where the Images appear in editorial content the Client must credit the Photographer. 4. Archive. The Client may keep copies of the Images after the Term for internal record keeping only.

Sample wording, not legal advice.

Variants

What to negotiate

• Scope, and what sits just outside it

  A grant listing permitted uses implies everything else is excluded, which is exactly what the licensor wants and what surprises the licensee later. The useful addition is a short sentence naming the obvious uses that are not included and what they would cost, so the conversation about packaging or television happens at drafting rather than the week before a launch.

• Term, and what happens to material already published

  A 12 month licence raises a question the grant often skips: what happens to printed posters, agency archives and social posts after the term. Licensors want everything taken down; licensees point out that some of it cannot be. The practical settlement is removal from channels the licensee controls, plus a right to keep archival copies for record keeping only.

• Exclusivity, and how narrow it can be

  Full exclusivity is expensive because it stops the licensor selling the same work elsewhere. Category exclusivity is the common middle: the licensor may license the work to anyone except a competitor in a named category, for a named period. Defining the category precisely matters, since brewer, beverage producer and alcohol brand are three different restrictions.

• Sublicensing and transfer

  A licence with no sublicensing right cannot be given to the media agency that actually runs the campaign, which makes it unusable in practice. Licensors accept sublicensing limited to named categories for the permitted uses. Transfer is a separate question, usually answered by allowing the licence to move with a sale of the relevant business or brand on written notice.

The risk of leaving it out

Without an express grant the licensee relies on an implied licence, which a court will usually read as narrowly as the purpose of the engagement requires. That typically means one use, in the market the parties had in mind, for as long as that purpose lasts, with no right to modify, sublicense or transfer, which is far less than most licensees believe they bought.

The six terms every grant settles

Scope says what may be done with the work: reproduce, modify, distribute, display, or make derivative works. Territory says where. Term says for how long, and whether it renews. Exclusivity says whether anyone else may do the same things, including the owner. Sublicensing says whether the licensee can pass rights down to an agency, a reseller or an end user. Transfer says whether the licence survives a sale of the licensee's business. A grant that names all six can be read in a minute by somebody who was not in the negotiation, which is the real test, because the person enforcing a licence is rarely the person who agreed it.

Licence against assignment

An assignment moves ownership permanently and, for copyright in Australia, must be in writing signed by the assignor under the Copyright Act 1968. A licence leaves ownership where it is and grants permission on stated terms. The commercial difference shows up at the edges. An owner can license the same work to others, can enforce it against infringers, and gets it back when the licence ends. A licensee under a perpetual exclusive licence has something close to ownership in practice but cannot stop the owner dealing with the work outside the licensed scope. Where a client says it wants to own the work, the question worth asking is which of those outcomes it actually needs.

Where it sits in a generated document

The document generator writes an agreement as numbered content, so a grant works well as a numbered clause with one sub clause for each of the six terms, which is easier to check than a single dense sentence. The generated text is written from the description it is given and it never prints citations, so any territory, term or fee in a draft has to be checked before the document is used. Listing the six terms in the description produces them as separate provisions rather than a paragraph.

Documents that carry this clause

Photography contract template with deliverables you can countA photography contract is mostly a list of numbers: hours, images, weeks, dollars and the date after which the deposit is gone. This one writes every number down, then handles the three things that go wrong with weddings, a postponement, a sick photographer and an argument over who owns the photos.Influencer agreement template with the posts, dates and rights in one tableA creator deal is a schedule of posts and a set of permissions, and the disputes are about the reuse and the disclosure, not the fee. This agreement lists each deliverable with its platform and live date, splits the $2,400 fee across delivery, gives the brand a 12 month licence rather than ownership, and puts the ad label rule in the creator's obligations.Service agreementBeacon Systems supports Harlow Freight’s IT for an initial 24 months from 1 October 2026 at $8,400 a month plus GST, with 40 hours included and $220 an hour beyond them. Twelve numbered clauses cover the services, a four level severity table, client duties, fees with a CPI adjustment, confidentiality, privacy, IP, a liability cap, termination and a three step dispute ladder.Music licence agreement for sync use, term and creditsMusic carries two rights, the composition and the recording, and a sync licence needs both. This one works because the composer owns both: one fee of $900 covers a single track in a single brand film, worldwide for two years, with paid social at twelve months and broadcast and cinema left off the list.

Questions people ask