Third-party IP clause: Copy, customize, and use instantly
Introduction
A third-party IP clause sets out how intellectual property owned or licensed by third parties may be used, incorporated, or referenced within a contract’s deliverables or services. It helps clarify rights, responsibilities, permissions, and liability associated with the use of non-original content.
Below are templates for third-party IP clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard third-party IP clause
This version provides general permission and responsibility terms.
The [Provider] shall ensure that any third-party intellectual property used in connection with this Agreement is properly licensed, and the [Customer] shall not acquire any rights in such third-party materials beyond the scope of use provided under the applicable license.
Third-party IP clause with prior disclosure requirement
This version mandates transparency.
The [Provider] shall disclose in writing any third-party intellectual property it intends to incorporate into the deliverables and obtain the [Customer]’s written approval prior to use.
Third-party IP clause with liability shift to provider
This version assigns responsibility for infringement.
The [Provider] shall be solely responsible for any claims arising from unauthorized use of third-party intellectual property and shall indemnify the [Customer] against any resulting losses or liabilities.
Third-party IP clause with open-source software control
This version addresses OSS risks.
Any open-source software incorporated into the deliverables must be pre-approved by the [Customer], and the [Provider] shall ensure such use does not impose obligations beyond the terms of this Agreement.
Third-party IP clause with approval-only licensing
This version requires consent before use.
The [Provider] shall not use any third-party intellectual property in the performance of this Agreement unless it has first obtained the [Customer]’s written approval for such use.
Third-party IP clause with pass-through licensing terms
This version outlines end-user obligations.
Any third-party intellectual property used in the deliverables shall be subject to its original license terms, which shall be passed through to the [Customer] without modification.
Third-party IP clause with substitution requirement
This version mitigates licensing issues.
If the [Customer] objects to any third-party intellectual property proposed by the [Provider], the [Provider] shall, at its own expense, substitute equivalent materials that meet the same functional requirements.
Third-party IP clause with warranty of proper licensing
This version includes a provider warranty.
The [Provider] warrants that it has obtained all necessary rights, licenses, and permissions to use any third-party intellectual property included in the deliverables.
Third-party IP clause with pre-approved vendor list
This version limits sourcing.
The [Provider] shall only use third-party intellectual property obtained from pre-approved vendors listed in [Schedule X], unless otherwise agreed in writing.
Third-party IP clause with attribution requirements
This version mandates acknowledgments.
The [Provider] shall ensure all third-party intellectual property used in the deliverables is properly attributed in accordance with its licensing requirements.
Third-party IP clause with indemnity carve-out for customer-supplied IP
This version limits provider liability.
The [Provider] shall not be liable for infringement claims arising from the use of third-party intellectual property supplied by the [Customer].
Third-party IP clause with source code disclosure prohibition
This version protects proprietary content.
No third-party intellectual property that requires source code disclosure or license-back obligations shall be included in the deliverables without the [Customer]’s written consent.
Third-party IP clause with royalty payment allocation
This version assigns cost responsibility.
The [Provider] shall be solely responsible for paying any royalties, license fees, or other charges associated with its use of third-party intellectual property.
Third-party IP clause with removal obligation upon objection
This version provides a dispute resolution mechanism.
If the [Customer] reasonably objects to the use of specific third-party intellectual property, the [Provider] shall promptly remove and replace such materials.
Third-party IP clause with customer audit rights
This version enables verification.
The [Customer] shall have the right to audit the [Provider]’s use of third-party intellectual property to confirm compliance with license terms and proper sourcing.
Third-party IP clause with risk acknowledgment
This version shifts responsibility.
The [Customer] acknowledges that use of third-party intellectual property may be subject to external licensing terms, and assumes responsibility for its compliance after delivery.
Third-party IP clause with updates and patching obligation
This version supports lifecycle maintenance.
The [Provider] shall keep all third-party intellectual property used in the deliverables up to date with the latest patches, updates, or security releases.
Third-party IP clause with duration limitation
This version limits license period.
The [Provider] shall not use any third-party intellectual property with licensing terms that expire prior to the end of the Agreement Term, unless approved by the [Customer].
Third-party IP clause with license register maintenance
This version requires documentation.
The [Provider] shall maintain a register of all third-party intellectual property incorporated into the deliverables, including license type, source, and renewal status.
Third-party IP clause with liability sharing for jointly selected IP
This version provides shared accountability.
Where both parties agree to use specific third-party intellectual property, any liability arising from its use shall be shared proportionally between the parties.
Third-party IP clause with license revocation contingency
This version plans for licensing disruptions.
If a license for any third-party intellectual property is revoked or terminated, the [Provider] shall promptly propose alternative solutions at no additional cost.
Third-party IP clause with export control compliance
This version addresses regulatory risk.
The [Provider] shall ensure that all third-party intellectual property used in the project complies with applicable export control and trade restriction laws.
Third-party IP clause with internal-use limitation
This version restricts distribution.
The [Customer] may only use third-party intellectual property incorporated into the deliverables for internal business purposes, unless broader rights are granted by the license.
Third-party IP clause with non-exclusivity disclaimer
This version clarifies rights scope.
The [Provider] makes no representation that any third-party intellectual property used in the deliverables is exclusive to the [Customer] or free from use by other parties.
Third-party IP clause with patent clearance requirement
This version adds extra protection.
The [Provider] shall conduct a reasonable patent clearance review before including any third-party intellectual property in the deliverables.
Third-party IP clause with licensing tier limitation
This version sets license boundaries.
The [Provider] shall not use third-party intellectual property with enterprise or high-tier license restrictions unless expressly authorized by the [Customer].
Third-party IP clause with customer fallback license rights
This version provides continuity.
In the event the [Provider]’s license to third-party intellectual property is terminated, the [Customer] shall have the right to procure a direct license from the third party, subject to applicable terms.
Third-party IP clause with derivative work exclusion
This version restricts modifications.
The [Provider] shall not create derivative works from third-party intellectual property unless the applicable license explicitly allows such modifications.
Third-party IP clause with external audit cooperation
This version supports compliance assessments.
The [Provider] shall cooperate with any external audit required by a third-party licensor to verify appropriate use of their intellectual property.
Third-party IP clause with license termination tracking
This version ensures timely updates.
The [Provider] shall monitor all third-party intellectual property licenses for expiration or termination and notify the [Customer] of any changes that may impact service delivery.
Third-party IP clause with fallback clause for unenforceable licenses
This version protects continuity.
If any third-party license is deemed unenforceable or invalid, the [Provider] shall substitute equivalent intellectual property at no additional cost to the [Customer].
Third-party IP clause with non-transferable license notification
This version flags portability limits.
The [Provider] shall clearly disclose any third-party intellectual property licenses that are non-transferable or cannot be assigned to the [Customer].
Third-party IP clause with post-termination usage limitation
This version sets post-agreement boundaries.
The [Customer] shall cease use of any third-party intellectual property embedded in the deliverables upon termination of this Agreement, unless otherwise licensed directly.
Third-party IP clause with exclusivity waiver acknowledgment
This version clarifies provider rights.
The [Customer] acknowledges that the [Provider] may use the same third-party intellectual property across other customer engagements without restriction.
Third-party IP clause with sub-licensing prohibition
This version blocks redistribution.
The [Customer] shall not sublicense any third-party intellectual property included in the deliverables unless explicitly permitted under the applicable license terms.
Third-party IP clause with pre-approved component library
This version simplifies implementation.
The [Provider] may use third-party components from the pre-approved library listed in [Schedule Y] without additional approval, provided all license conditions are met.
Third-party IP clause with version control protocol
This version manages upgrades.
All third-party intellectual property included in the project must be versioned and documented to enable rollback or updates as needed.
Third-party IP clause with third-party software list inclusion
This version formalizes disclosures.
The [Provider] shall include a detailed list of all third-party software used in the deliverables, including name, version, license type, and usage context.
Third-party IP clause with licensing jurisdiction restriction
This version limits applicable law.
The [Provider] shall not use third-party intellectual property governed by jurisdictions prohibited by the [Customer]’s compliance policy.
Third-party IP clause with default warranty disclaimer
This version sets IP risk expectations.
The [Customer] acknowledges that third-party intellectual property is provided without warranty from the [Provider] unless explicitly stated.
Third-party IP clause with no reverse engineering right
This version restricts modification.
The [Customer] shall not reverse engineer, decompile, or attempt to extract source code from any third-party intellectual property unless permitted by applicable law.
Third-party IP clause with provider cost reimbursement clause
This version passes through license costs.
The [Customer] shall reimburse the [Provider] for license fees associated with any third-party intellectual property approved in writing by the [Customer].
Third-party IP clause with joint review panel for IP selection
This version adds oversight.
A joint panel of representatives from both parties shall approve any third-party intellectual property selected for inclusion in the project.
Third-party IP clause with perpetual use license requirement
This version supports long-term use.
The [Provider] shall ensure that all third-party intellectual property licenses used in the deliverables provide perpetual usage rights unless otherwise approved.
Third-party IP clause with mandatory attribution tracking
This version ensures compliance.
The [Provider] shall maintain a record of all attributions required by third-party intellectual property licenses and provide documentation to the [Customer].
Third-party IP clause with modular component separation
This version enables IP isolation.
Third-party intellectual property shall be integrated as modular components, clearly separated from proprietary deliverables to support license compliance.
Third-party IP clause with notification of license scope changes
This version ensures awareness.
The [Provider] shall promptly notify the [Customer] of any changes to third-party license scope, pricing, or usage limitations that affect the Agreement.
Third-party IP clause with non-infringement warranty limitation
This version qualifies risk.
The [Provider] shall not warrant non-infringement for any third-party intellectual property but shall ensure all licenses are current and valid.
Third-party IP clause with shared license negotiation option
This version supports direct access.
The parties may jointly negotiate third-party licenses for use beyond the scope of this Agreement, subject to mutual cost-sharing terms.
Third-party IP clause with third-party restrictions disclosure
This version flags licensing limits.
The [Provider] shall disclose any known restrictions or limitations associated with third-party intellectual property, including geographic or industry constraints.
Third-party IP clause with direct support disclaimer
This version sets service boundaries.
The [Provider] shall not be responsible for providing support for third-party intellectual property beyond ensuring initial installation and configuration.
Third-party IP clause with legacy component warning
This version manages compatibility risks.
The [Provider] shall identify any third-party intellectual property that relies on legacy or deprecated components that may limit compatibility or future updates.
Third-party IP clause with escrow alternative provision
This version allows protection in case of license loss.
If a third-party IP license becomes unavailable or is revoked, the [Provider] shall offer a suitable escrow alternative or replacement solution to the [Customer].
Third-party IP clause with early notification of license expiry
This version mandates advance notice.
The [Provider] shall notify the [Customer] at least [30 days] in advance of any known expiration of third-party intellectual property licenses used in the deliverables.
Third-party IP clause with source validation protocol
This version requires source verification.
The [Provider] shall verify the authenticity and origin of all third-party intellectual property and maintain documentation confirming the legality of its use.
Third-party IP clause with license impact assessment requirement
This version supports risk management.
The [Provider] shall conduct an impact assessment of any third-party IP license obligations that may affect the use, scalability, or distribution of the deliverables.
Third-party IP clause with end-of-life tracking
This version flags obsolescence risks.
The [Provider] shall monitor the lifecycle of third-party IP components and promptly inform the [Customer] of any end-of-life notices issued by licensors.
Third-party IP clause with license scope mapping
This version clarifies functional boundaries.
The [Provider] shall provide a clear mapping of license scopes for each third-party IP component used, indicating limitations on use, modification, and redistribution.
Third-party IP clause with open-source compliance documentation
This version supports license verification.
The [Provider] shall supply documentation confirming compliance with all applicable open-source license obligations for components included in the deliverables.
Third-party IP clause with supplier responsibility transfer
This version assigns risk ownership.
Any third-party intellectual property sourced by subcontractors shall remain the responsibility of the [Provider], including licensing and compliance obligations.
Third-party IP clause with dual-use licensing clarity
This version differentiates usage rights.
The [Provider] shall identify any third-party intellectual property that may be subject to dual-use restrictions and confirm its intended use category.
Third-party IP clause with internal audit readiness clause
This version supports compliance readiness.
The [Provider] shall ensure that all third-party IP license documentation is audit-ready and made available upon reasonable request by the [Customer].
Third-party IP clause with compatibility matrix disclosure
This version ensures interoperability visibility.
The [Provider] shall supply a compatibility matrix indicating how third-party IP components interact with system architecture and other dependencies.
Third-party IP clause with independent license validation rights
This version grants review authority.
The [Customer] reserves the right to appoint an independent party to validate the licensing and usage of third-party IP included in the deliverables.
Third-party IP clause with no viral license obligations
This version prevents license creep.
The [Provider] shall not include any third-party IP subject to licenses that impose viral obligations or require source code disclosure.
Third-party IP clause with support fallback designation
This version builds contingency.
In the event of third-party IP failure or unavailability, the [Provider] shall implement a designated fallback plan or workaround to ensure continuity of service.
Third-party IP clause with sublicensing chain tracking
This version manages layered licenses.
The [Provider] shall disclose and track any sublicensing chains associated with third-party IP to ensure end-to-end compliance.
Third-party IP clause with upstream termination contingency
This version mitigates dependency risks.
If an upstream licensor terminates access to third-party IP, the [Provider] shall offer alternative solutions within [X business days] at no additional cost.
Third-party IP clause with co-branding use restrictions
This version limits brand exposure.
No third-party IP incorporated into the deliverables shall be branded or co-labeled with the [Customer]’s trademarks unless expressly permitted.
Third-party IP clause with commercial vs. non-commercial distinction
This version separates license use types.
The [Provider] shall clearly distinguish between third-party IP licensed for commercial use and components licensed only for non-commercial or research use.
Third-party IP clause with security review obligation
This version ensures safe integration.
The [Provider] shall perform a security review of all third-party IP components to identify vulnerabilities before integration into the deliverables.
Third-party IP clause with localization compliance check
This version supports regional licensing.
The [Provider] shall verify that all third-party IP licenses permit use in the jurisdictions where the [Customer] operates or plans to deploy the deliverables.
Third-party IP clause with interface segregation requirement
This version supports modular integration.
All third-party IP must be integrated through isolated interfaces to allow for easy replacement, segregation, or decoupling without disrupting core functionality.
Third-party IP clause with redundancy plan for license dependencies
This version builds resilience.
The [Provider] shall establish a redundancy plan for critical components dependent on third-party IP, including secondary sourcing options.
Third-party IP clause with license transfer option
This version supports business continuity.
The [Provider] shall make reasonable efforts to assign or transfer relevant third-party IP licenses to the [Customer] upon project completion or termination.
Third-party IP clause with integration testing requirement
This version ensures system compatibility.
All third-party IP must be tested within the broader system architecture to confirm compatibility, performance, and security benchmarks.
Third-party IP clause with documentation version alignment
This version prevents mismatches.
The [Provider] shall ensure that third-party IP documentation aligns with the specific version used in the deliverables to avoid implementation errors.
Third-party IP clause with pre-approved license types
This version limits scope of licensing.
Only third-party IP under pre-approved license types (e.g., MIT, Apache 2.0, commercial standard) may be included in the deliverables.
Third-party IP clause with proprietary replacement contingency
This version allows custom rebuilds.
If third-party IP becomes unavailable, the [Provider] shall offer a proprietary or custom-developed alternative at the [Customer]’s discretion.
Third-party IP clause with assignment notice obligation
This version mandates communication.
The [Provider] shall notify the [Customer] of any reassignment or change in ownership of third-party IP licensors that may affect licensing terms.
Third-party IP clause with indirect use liability exclusion
This version limits exposure.
The [Provider] shall not be responsible for any liabilities arising from the indirect use of third-party IP by the [Customer] beyond the intended scope.
Third-party IP clause with retroactive license compatibility check
This version confirms prior usage rights.
The [Provider] shall confirm that all third-party IP included in legacy deliverables was licensed under terms compatible with current usage conditions.
Third-party IP clause with sandbox-only use limitation
This version prevents premature rollout.
Third-party IP included in development environments shall not be used in production without additional verification and approval from the [Customer].
Third-party IP clause with integration mapping protocol
This version documents system alignment.
A detailed integration map shall be provided for all third-party IP components, identifying data flow, dependencies, and interfacing layers.
Third-party IP clause with early access risk disclaimer
This version addresses pre-release usage.
The [Customer] acknowledges that third-party IP components used in beta or early-access form may carry additional performance and security risks.
Third-party IP clause with IP clearance milestone
This version sets a delivery checkpoint.
IP clearance for third-party components shall be a mandatory milestone, and the [Provider] shall not proceed to integration without documented approval.
Third-party IP clause with packaging separation requirement
This version enforces isolation.
All third-party IP used in the deliverables must be packaged separately from proprietary code to simplify compliance, auditing, and substitution.
Third-party IP clause with end-user notification obligation
This version supports transparency.
The [Provider] shall disclose to end users any license terms or usage restrictions associated with third-party IP, if required by the license.
Third-party IP clause with license impact flagging system
This version automates risk detection.
The [Provider] shall implement a flagging system to identify and escalate potential licensing risks associated with third-party IP during development.
Third-party IP clause with geographic exclusivity validation
This version prevents cross-border breach.
The [Provider] shall ensure that third-party IP used in deliverables does not breach any exclusivity agreements or geographic licensing limitations.
Third-party IP clause with architecture compatibility certification
This version ensures performance alignment.
The [Provider] shall certify that third-party IP components are fully compatible with the technical architecture agreed by the parties.
Third-party IP clause with deprecation notice protocol
This version supports lifecycle transparency.
The [Provider] shall promptly notify the [Customer] of any announced deprecation of third-party IP used in the deliverables and suggest alternatives.
Third-party IP clause with record retention standard
This version governs documentation.
The [Provider] shall retain all third-party IP license documentation and records for a minimum of [X years] and provide access upon request.
Third-party IP clause with joint license review provision
This version allows collaborative governance.
The parties may jointly review and approve third-party IP licenses before integration to ensure mutual acceptance of terms and risk exposure.
Third-party IP clause with custom integration testing scripts
This version formalizes verification.
The [Provider] shall develop and share custom scripts for testing the integration of third-party IP to verify functionality and compliance with project requirements.
Third-party IP clause with no implied rights disclaimer
This version protects licensors.
The inclusion of third-party IP in the deliverables does not imply any rights, license, or entitlement beyond those expressly granted by the applicable license terms.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.