Table of Contents
Frequently asked questions
What does “non-exclusive” licence mean in this Agreement?
A non-exclusive licence means the Licensor can grant similar rights to others. The Licensee is not the sole user of the copyright work.
Can the Licensee modify the copyright work under this licence?
Only minor formatting changes for educational delivery are permitted. Any substantial modification, distortion, or adaptation of the work requires prior written approval from the Licensor.
What happens if the Licensee uses the work beyond the agreed territory (India)?
Such use would be a breach of the Agreement. The Licensee must seek separate written permission for usage outside the specified territory.
Is the Licensee allowed to transfer or sell the licence to someone else?
No. The licence is non-transferable and non-assignable unless the Licensor gives prior written consent.
What are the payment obligations of the Licensee?
The Licensee must pay a one-time licence fee of INR 25,000 within 10 days of executing the Agreement. Late or non-payment may lead to termination.
Can either party terminate the agreement before the expiry period?
Yes. Either party can terminate the agreement with 30 days' written notice or immediately in case of breach by the other party.
What should the Licensee do after termination of the agreement?
The Licensee must stop using the copyright work, remove all copies from their platforms, and confirm deletion in writing to the Licensor.
Does this licence allow the Licensee to use the work for commercial purposes?
Yes, but only within the scope of educational content delivery under the Vedalay Academy brand. The Licensee may not sell the work independently as a product.
Who owns the copyright during and after the licence term?
The Licensor remains the sole owner of the copyright throughout. The licence is merely permission to use the work under agreed terms.
Is the Licensee required to give credit to the Licensor?
Yes. The Licensee must ensure that appropriate authorship credit is provided wherever the work is used or displayed.
What if the work is found to be plagiarized or copied from a third party?
The Licensor has warranted that the work is original. If proven otherwise, the Licensor will be liable and must indemnify the Licensee against claims.
What law governs this Licence Agreement?
The Agreement is governed by Indian law. Any disputes must be resolved in courts having jurisdiction in Ahmedabad, Gujarat.
Legal Draft
LICENCE TO USE COPYRIGHT
This Licence Agreement ("Agreement") is made and entered into on this 1st day of July, 2025, by and between:
Licensor:
Mr. Raghav Malhotra, an individual residing at B-12, South Extension Part II, New Delhi – 110049, hereinafter referred to as the "Licensor" (which expression shall, unless repugnant to the context, include his heirs, legal representatives, successors, and assigns).
Licensee:
ABC Pvt. Ltd., a company incorporated under the Companies Act, 2013, having its registered office at 305, Vraj Icon, Near University Road, Ahmedabad, Gujarat – 380009, represented through its authorized signatory Ms. PQR, hereinafter referred to as the "Licensee" (which expression shall, unless repugnant to the context, include its successors and permitted assigns).
WHEREAS:
The Licensor is the sole and exclusive owner of the copyright in the original literary work titled “Indian Penal Code Simplified”, consisting of textual educational content and illustrations (the “Work”), and is entitled to grant licenses for its use;
The Licensee is desirous of using the said Work for the purposes of inclusion in its educational courses and online materials offered through its platform Vedalay Academy, subject to the terms and conditions hereinafter contained;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:
GRANT OF LICENCE
The Licensor hereby grants to the Licensee a non-exclusive, non-transferable, and revocable licence to use, reproduce, and display the Work for educational purposes, including incorporation into digital courses, study materials, and presentations on the Licensee’s official platforms.
TERM
This Licence shall be valid for a period of three ( 3 ) years commencing from the date of execution of this Agreement, unless terminated earlier in accordance with Clause 7.
TERRITORY
The Licence shall extend to the territory of India. Any use outside this territory shall require prior written consent from the Licensor.
CONSIDERATION
In consideration for the rights granted under this Licence, the Licensee agrees to pay the Licensor a one-time licence fee of INR 25,000/- (Rupees Twenty-Five Thousand only), payable within 10 days of execution of this Agreement.
OWNERSHIP
The Licensee acknowledges and agrees that the Licensor retains full ownership and all moral and intellectual property rights in the Work. The Licensee shall not claim any proprietary interest in the Work or any derivative work created thereof.
USAGE RESTRICTIONS
The Licensee shall not:
Sub-license, sell, assign, or transfer the Work or any portion thereof to any third party without prior written approval from the Licensor;
Use the Work in a defamatory, derogatory, or unlawful manner;
Alter or modify the Work in a way that distorts the authorial integrity, except as required for formatting for educational delivery (with credit intact).
TERMINATION
This Agreement may be terminated:
By either party with 30 days’ written notice;
Immediately, if the Licensee breaches any term of this Agreement and fails to cure the breach within 15 days of written notice;
Upon mutual consent of both parties.
Upon termination, the Licensee shall cease all usage of the Work and delete all copies within its control, including from any public or online platforms.
REPRESENTATIONS AND WARRANTIES
The Licensor represents that he is the rightful owner of the Work and has full authority to grant this Licence. The Licensee represents that it shall use the Work in good faith and in compliance with all applicable laws.
INDEMNITY
The Licensee agrees to indemnify and hold harmless the Licensor from any and all claims, liabilities, damages, or expenses arising out of its misuse of the Work or breach of this Agreement.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts at Ahmedabad, Gujarat.
IN WITNESS WHEREOF, the parties hereto have executed this Licence Agreement on the date first above written.
For the Licensor
(Signature)
Raghav Malhotra
Date: ______
For the Licensee
(Signature with Seal)
Ms. PQR
Authorized Signatory
ABC Pvt. Ltd.
Date: ______
Witnesses:
Name: ________
Address: _________
Name: ________
Address: _________