What is the difference between an exclusive and a sole licence?
An exclusive licence excludes everyone, including the owner. A sole licence excludes other licensees but the owner can still use the rights itself.
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IP licence agreement (England and Wales)
An intellectual property licence lets someone use a copyright work, trade mark, design, patent or know-how without owning it. It defines what is licensed, whether the licence is exclusive, the permitted use, territory and term, royalties, quality control and what happens when it ends.
When you need one
Use one whenever you allow another business to use your brand, software, content, designs or inventions — or when you need permission to use someone else's.
What it should contain
Licensed rights
Exactly which rights are licensed, usually in a schedule.
Exclusivity
Exclusive, sole or non-exclusive.
Scope
Permitted use, territory and duration.
Royalties
Fees or royalties, reporting and audit.
Quality control
Especially for trade marks, to protect the brand.
Enforcement and termination
Who deals with infringers, and what happens on termination.
Points specific to England and Wales
- An exclusive copyright licence must be in writing signed by or on behalf of the copyright owner (Copyright, Designs and Patents Act 1988, section 92). Licences of registered trade marks should be registered with the UK Intellectual Property Office (Trade Marks Act 1994, section 25).
Different rules can apply elsewhere in the UK: see the Scotland version of this guide.
Common mistakes
- Granting an exclusive licence without realising the owner cannot then use the rights itself.
- No quality control over a licensed trade mark.
- Not recording a licence of a registered right, which can affect the licensee's position.
See a specimen ip licence agreement — a short illustration of the structure and key clauses, laid out as the app produces them.
Quick answers
Does an IP licence have to be in writing?
An exclusive copyright licence does. Any licence of value should be written down so its scope and royalties are clear.
Draft your ip licence agreement now
Be Contract Wise's powerful, carefully prepared drafting tools turn a short set of plain-English questions into a ip licence agreement under the law of England and Wales, laid out to a professional standard, with an explanation of every clause. Simple or complex, export to Word or PDF.
Start drafting — freeBrowse all guidesReviewed 2026-09-24. General legal information about the law of England and Wales, not legal advice.