Name and Likeness Licensing Agreement Template

A name and likeness licensing agreement allows a business or individual to pay for the right to use someone else's name, image, photograph, signature, voice, or general "likeness" for profit. It can cover advertising, endorsements, merchandise, sponsorships, or other commercial use of a person's identity.

Unlike a one-time photo or video release, a licensing agreement is built for ongoing commercial use in exchange for compensation. If you only need permission for a single project and the subject is not being paid, our photo and video consent form is the simpler document, and it covers the right of publicity law that both forms rely on in more depth. This page focuses on the licensing contract itself: what it needs to cover, how royalties and exclusivity are typically structured, and a free template.

What Is a Name and Likeness Licensing Agreement?

A name and likeness licensing agreement is a written contract between a licensor (the person whose name, image, or likeness is being used) and a licensee (the business or individual paying to use it) that spells out exactly how that identity may be used commercially and what the licensor receives in return.

Creating a written agreement is best practice any time a business uses someone's identity for profit, whether the licensor is a public figure or a private individual. A signed agreement documents consent, which is the strongest defense against a later claim for unauthorized use of name or likeness, and it protects the licensor by defining exactly what the licensee can and cannot do with their identity.

The legal basis for this protection is the right of publicity, covered in more depth on our photo and video consent form page. In short, someone claiming unauthorized commercial use generally has to show that a protected attribute of their identity was used for commercial gain without consent, and a signed license defeats that claim by supplying the consent up front.

Key Terms in a Name and Likeness Licensing Agreement

A complete licensing agreement should address each of the following.

Grant of License: Exclusive or Non-Exclusive

The agreement should state clearly whether the license is exclusive, meaning the licensor cannot grant the same or a similar right to anyone else during the term, or non-exclusive, meaning the licensor is free to license the same identity to other businesses at the same time. Exclusivity is a meaningful trade-off: it is generally worth more to the licensee and should be compensated at a higher rate than a non-exclusive deal.

Scope, Territory, and Term

The agreement should specify exactly what the licensee may do: which products, services, or campaigns the licensed name and likeness may appear on, which media it may appear in (print, broadcast, packaging, social media, and so on), and in what geographic territory. It should also state the term, meaning how long the license lasts, and whether it renews automatically, requires a new negotiation, or simply expires.

Compensation and Royalties

Compensation is typically structured as a flat fee, a royalty based on a percentage of sales or revenue tied to the licensed property, a guaranteed minimum payment against future royalties, or a combination of these. Agreements that include royalties commonly give the licensor the right to audit the licensee's relevant sales records, usually no more than once a year on reasonable notice, with any underpayment due promptly once the audit is complete.

Approval Rights and Quality Control

Because the licensor's reputation is at stake, the agreement should give the licensor the right to review and approve materials that use their name and likeness before they are published, such as advertising, packaging, and promotional content. It is common to set a response deadline for approval requests so the process does not stall the licensee's campaign.

Representations, Warranties, and Indemnification

The licensor typically represents that they actually own or control the rights being licensed and are not already bound by a conflicting agreement. The licensee typically represents that it will use the licensed property only as authorized and in compliance with applicable law. Each party generally agrees to indemnify, or cover the costs of, the other if it breaches these promises.

Termination

The agreement should say what happens if either party breaches it, including a notice-and-cure period before the other side can terminate, and what the licensee must do with existing inventory or materials once the license ends.

FTC Disclosure Rules for Paid Endorsements

A licensing agreement's own terms are separate from a licensor's obligation to disclose the relationship in the endorsement itself. Under the FTC's Endorsement Guides, 16 CFR 255.5, if there is a material connection between an endorser and a business, such as payment or free products, that consumers would not otherwise expect, that connection generally must be disclosed clearly and conspicuously in the ad, post, or appearance. Both the business and the endorser can be held responsible for a missing disclosure, so many licensing agreements require the licensor to include the required disclosure language whenever they promote the licensee's product.

Name, Image, and Likeness (NIL) Licensing for College Athletes

Name and likeness licensing has become especially common in college athletics. In June 2021, the NCAA adopted an interim policy allowing student-athletes to be compensated for their name, image, and likeness, consistent with the law of the state where their school is located, so long as the compensation is not tied to athletic participation itself or used as a recruiting inducement. California's Fair Pay to Play Act, one of the state laws that prompted the NCAA's policy change, bars schools from preventing student-athletes from earning NIL compensation and bars an athlete's NIL contract from conflicting with their team contract. Many states with NIL laws also require the athlete to disclose licensing agreements to their school within a set number of days, so a college athlete's licensing agreement needs to be checked against both the NCAA's rules and the applicable state law.

Licensing After Death: Postmortem Rights

In some states, the right to license a person's name and likeness does not end at death. California's Civil Code section 3344.1 treats the right of publicity as a property right that is freely transferable and licensable by a deceased person's estate for up to 70 years after death, as long as the person had commercial value at the time of death or because of the death. Not every state recognizes this kind of postmortem right, so whether a deceased person's estate can license their name and likeness, and for how long, depends on the law of the relevant state.

Do You Need an Attorney to Prepare a Licensing Agreement?

A template can cover the basics, but a lawyer can help make sure the agreement addresses exclusivity, compensation, and state-specific right of publicity or NIL rules correctly for your situation. If you need to hire an attorney, the American Bar Association's Find Legal Help directory is a free way to locate one in your state.

Name and Likeness Licensing Agreement Template

Copy the template below, fill in the bracketed fields, and have each party sign.

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NAME AND LIKENESS LICENSING AGREEMENT

This NAME AND LIKENESS LICENSING AGREEMENT (the "AGREEMENT") is entered into on this ( date ) day of ( month ), ( year ), by and between ( Licensor's complete name ) ("LICENSOR") and ( Licensee's complete name or business name ) ("LICENSEE").

SECTION I: Grant of License

• LICENSOR grants to LICENSEE a ( exclusive or non-exclusive ) license to use LICENSOR's name, image, photograph, likeness, voice, and signature (collectively, the "LICENSED PROPERTY") in connection with the following: ( description of permitted use ).
• This AGREEMENT does not transfer ownership of the LICENSED PROPERTY. LICENSOR retains all right, title, and interest in the LICENSED PROPERTY not expressly granted here.
• LICENSEE may not sublicense, assign, or transfer any rights granted under this AGREEMENT without LICENSOR's prior written consent.

SECTION II: Scope, Media, and Territory

• The LICENSED PROPERTY may be used in the following media: ( list of media, such as print, broadcast, social media, packaging, or internet advertising ).
• The LICENSED PROPERTY may be used only within the following territory: ( geographic territory ).
• Any use of the LICENSED PROPERTY outside the media or territory listed above requires LICENSOR's prior written consent.

SECTION III: Term

• This AGREEMENT shall begin on the EFFECTIVE DATE of ( date ) and continue for a TERM of ( length of term ), unless earlier terminated as provided below.
• This AGREEMENT ( may / may not ) be renewed for additional terms upon the written agreement of both parties, to be negotiated no later than ( number ) days before expiration.

SECTION IV: Compensation

• In exchange for the rights granted in this AGREEMENT, LICENSEE shall pay LICENSOR: ( flat fee, royalty percentage, guaranteed minimum, or combination ).
• Any royalty payments shall be calculated as ( royalty percentage ) of ( net sales, gross revenue, or other basis ) attributable to the LICENSED PROPERTY, and shall be paid ( monthly, quarterly, or annually ), accompanied by a statement showing the basis for the calculation.
• LICENSOR, or LICENSOR's designated representative, may audit LICENSEE's records relevant to this AGREEMENT no more than once per year, upon reasonable written notice. Any underpayment revealed by an audit shall be paid within ( number ) days.

SECTION V: Approval Rights

• LICENSEE shall submit all materials using the LICENSED PROPERTY to LICENSOR for written approval before first use, including advertising, packaging, and promotional materials.
• LICENSOR shall respond to a request for approval within ( number ) business days. Failure to respond within that time shall be treated as ( approval / disapproval ).
• LICENSOR may withdraw approval of a specific use only for materials not yet published or distributed, upon written notice to LICENSEE.

SECTION VI: Representations and Warranties

• LICENSOR represents and warrants that LICENSOR owns or controls all rights necessary to grant this license and is not bound by any agreement that would conflict with the rights granted here.
• LICENSEE represents and warrants that it will use the LICENSED PROPERTY only as authorized by this AGREEMENT and in compliance with applicable law, including any disclosure required for paid endorsements.

SECTION VII: Indemnification

• LICENSEE shall indemnify and hold LICENSOR harmless from claims, damages, or expenses arising from LICENSEE's use of the LICENSED PROPERTY outside the scope of this AGREEMENT.
• LICENSOR shall indemnify and hold LICENSEE harmless from claims arising from a breach of LICENSOR's representations and warranties in SECTION VI.

SECTION VIII: Termination

• Either party may terminate this AGREEMENT for a material breach that remains uncured ( number ) days after written notice describing the breach.
• Upon termination or expiration, LICENSEE shall immediately cease all use of the LICENSED PROPERTY, except for materials already in distribution as of the termination date, which may continue to be used for no more than ( number ) days afterward.
• Termination of this AGREEMENT does not relieve either party of payment obligations that accrued before termination.

SECTION IX: General Provisions

• This AGREEMENT shall be governed by the laws of the State of ( State ).
• This AGREEMENT constitutes the entire agreement between the parties and supersedes all prior discussions or agreements regarding the LICENSED PROPERTY.
• This AGREEMENT may be amended only in writing, signed by both parties.

This AGREEMENT shall be binding upon the signatures of the parties.

Signature of Licensor

Signature: _________________________________ Date: _______________

( Licensor's printed name )

Signature of Parent or Guardian (required if LICENSOR is a minor)

Signature: _________________________________ Date: _______________

Signature of Licensee

Signature: _________________________________ Date: _______________

( Licensee's printed name or title )

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