SayPro School Licensing Agreement Template

SayPro School Licensing Agreement Template

This Licensing Agreement (the “Agreement”) is entered into by and between SayPro (“Licensor”), a provider of educational content and tools, and [School Name] (“Licensee”), a public or private educational institution, for the use of SayPro’s educational content, platforms, and resources within the Licensee’s curriculum. This Agreement sets forth the terms and conditions for content usage, royalty payments, and other obligations.

I. Agreement Overview

This agreement is made and entered into as of [Insert Date], by and between:

• Licensor: SayPro
  Address: [Insert Address]
• Licensee: [School Name]
  Address: [Insert Address]

This Agreement outlines the terms of licensing for the educational content and tools provided by SayPro to the Licensee.

II. Definitions

1. “Content”: Refers to the educational materials, digital platforms, interactive lessons, multimedia resources, and any other resources provided by SayPro.
2. “License”: The authorization granted by SayPro to the Licensee to use the Content under the terms outlined in this Agreement.
3. “Royalty Payments”: The payments to be made by the Licensee to the Licensor for the use of the Content as specified under Section V of this Agreement.
4. “Term”: The period during which the Licensee is authorized to use the Content, as defined in Section III.

III. Term of Agreement

• Start Date: The Agreement shall commence on [Start Date].
• End Date: This Agreement will remain in effect for a period of [Insert Duration], ending on [End Date], unless terminated earlier by either party pursuant to the termination clauses.
• Renewal: The Agreement may be renewed upon mutual written consent of both parties.

IV. Grant of License

SayPro grants the Licensee a non-exclusive, non-transferable license to use the Content provided under this Agreement for educational purposes only. This license is limited to the following scope:

• Geographic Scope: The Content may be used at [School Name]’s facilities located in [city/state].
• Permitted Use: The Content may be used in classrooms, virtual learning environments, and for curriculum development, including lesson plans, assignments, and educational activities.
• License Restrictions:
  • The Licensee may not reproduce, distribute, or share the Content outside of the school’s facilities or with third parties without prior written consent from SayPro.
  • The Licensee may not modify, adapt, or create derivative works of the Content unless otherwise agreed to in writing.

V. Royalty Payments and Licensing Fees

1. Payment Structure

The Licensee agrees to pay the Licensor royalties for the use of the Content as follows:

• License Fee: The Licensee will pay a one-time license fee of [Insert Amount] or an annual subscription fee of [Insert Amount], depending on the licensing model chosen.
• Royalty Payment:
  • Royalties will be calculated as [percentage] of the revenue derived from student access to SayPro content.
  • Alternatively, royalties may be based on the number of students using the platform, at a rate of [Insert Rate] per student.
• Payment Frequency: Royalty payments will be made [quarterly/annually], with the first payment due on [Insert Date] and subsequent payments due on the [Insert Payment Dates].
• Payment Method: Payments should be made via [Insert Payment Method: bank transfer, check, etc.] to the following account:
  [Insert Account Details]

2. Late Payment Terms

• Payments not received by the due date will incur a late fee of [percentage] of the outstanding amount per month, compounded monthly.

3. Reporting Requirements

The Licensee will provide SayPro with a quarterly report detailing the number of students using the content, the total revenue generated from the use of the Content, and other relevant metrics to ensure transparency and accurate royalty calculation.

VI. Delivery and Access to Content

SayPro agrees to provide the Licensee with access to its educational content, digital platforms, and resources in the following manner:

• Content Delivery: Content will be delivered via [online platform, downloadable files, physical media, etc.].
• Access: The Licensee will provide access to the Content to authorized users within the school (teachers, students, and staff).
• Support: SayPro will offer technical support and customer service to ensure that the Content functions properly.

VII. Intellectual Property Rights

• Ownership: SayPro retains all rights, title, and interest in the Content, including all copyrights, trademarks, and other intellectual property rights.
• Licensee’s Use of Content: The Licensee acknowledges that it does not acquire any ownership rights in the Content but is granted the right to use the Content for educational purposes only, as set forth in this Agreement.

VIII. Confidentiality

Both parties agree to maintain confidentiality regarding any proprietary or confidential information shared during the term of the Agreement, including but not limited to the Content, student data, or business strategies. This obligation remains in effect both during and after the termination of this Agreement.

IX. Termination

Either party may terminate this Agreement under the following conditions:

• By Either Party:
  • With [30/60] days’ written notice if the other party breaches any material term of this Agreement and fails to cure the breach within the notice period.
• By Licensee:
  • With [30] days’ written notice if the Licensee decides not to renew the Agreement or no longer requires the Content.
• Upon Termination:
  • Upon termination, the Licensee shall immediately cease using the Content, return or destroy all copies of the Content, and settle any outstanding payments.

X. Warranties and Disclaimers

• Licensor’s Warranty: SayPro warrants that it has the legal right to grant the Licensee access to the Content and that the Content does not infringe upon any third-party intellectual property rights.
• Limitation of Liability: SayPro’s liability to the Licensee for any claims arising under this Agreement will be limited to the amount of royalties paid by the Licensee during the [last 12 months] of the Agreement.

XI. Miscellaneous

• Governing Law: This Agreement shall be governed by the laws of [Insert State/Country], without regard to its conflict of law principles.
• Dispute Resolution: Any disputes arising from this Agreement will be resolved through [arbitration/mediation] in [Location].
• Entire Agreement: This document constitutes the entire agreement between the parties and supersedes any previous agreements or understandings related to the subject matter.
• Amendments: Any changes to this Agreement must be in writing and signed by both parties.

XII. Signatures

By signing below, both parties acknowledge and agree to the terms outlined in this Licensing Agreement.

Licensor (SayPro)
Name: _______________________
Title: ________________________
Signature: ____________________
Date: ________________________

Licensee ([School Name])
Name: _______________________
Title: ________________________
Signature: ____________________
Date: ________________________

This SayPro School Licensing Agreement provides the foundation for a successful partnership by clearly outlining the expectations, content usage rights, payment structures, and intellectual property considerations.