Industry & Investors • Sample Agreements
Sample Licensing Agreements
Tailor-made agreements, built on common principles
Accessing Harvard innovations should be as straightforward as possible. Our license agreements are designed to be fair and reasonable, and experienced OTD staff will work with you to help you achieve your business goals. To give you a sense of how these licenses take shape, we are pleased to provide here a number of illustrative sample agreements. If you have any questions about these samples, please contact us.
A license to Harvard-owned patent rights will be subject to terms and conditions similar to those set forth in the form agreements in the links below. Some terms may be modified to address unique aspects of each situation. Financial terms, in particular, will be determined based on the technology being licensed, the business model of the licensee, and market standards in the industry in which the licensee is operating.
Basic exclusive license
Sample License Agreement With Exclusive Patent Rights
A note on global access—Development of technologies borne from Harvard patent rights may lead to licensed products that could result in significant public health benefits in developing countries. Harvard has made a commitment, through its participation in the organization Universities Allied for Essential Medicines, to promote affordable access to such products in developing countries. To meet that commitment, we may require provisions similar to those given in the link below in exclusive licenses of such potentially impactful technology.
A note on third-party proposed products—In the case of an exclusive license granted in all or many fields, the licensee may initially be focused on a limited number of products or uses for the licensed technology. To support Harvard’s mission to promote the public good by commercializing Harvard-owned technology as broadly as possible, Harvard may include provisions similar to those given in the link below to encourage a licensee to develop products proposed by third parties, or to sublicense the licensee’s rights in the Harvard patent rights to such a third party, to allow the development and commercialization of additional products.
Third-party Proposed Products Language
Nonexclusive license
Sample Nonexclusive License (for patent rights)
Copyrighted software license
This type of agreement enables Harvard researchers who are starting a new company to easily license non-patentable, copyright-protected software that they have developed in the course of faculty-led research efforts. In cases where there is patentable subject matter such as unique algorithms, please see the "basic exclusive license" sample agreement posted above.
Sample License Agreement for Copyrighted Software
Materials licenses
Harvard offers certain materials (usually biological research materials) for commercial use on a non-exclusive basis. Some materials, such as mice, are typically offered on a flat-fee basis or with fixed yearly payments; others, such as hybridoma cell lines, include royalty-based payments as well. Standard agreements for both types of materials licenses are posted below.
Sample Materials License – Royalty-based
Sample Materials License – Flat-fee-based
Basic option agreement
Harvard also offers option agreements to companies that are considering licensing a Harvard technology. An option agreement permits a company to “hold” a technology for a short period of time, during which the company can further evaluate its potential, or raise funding for product development, without committing itself or Harvard to the obligations of a license agreement. Options are usually six months to one year in duration and typically require both an upfront fee and patent prosecution reimbursement during the option term.
Other types of agreements
To view sample confidentiality agreements, material transfer agreements, or research collaboration agreements, please return to our Sample Agreements page.