Consent to Sub-License

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date

{{date}}

Recipient Details

{{recipient_name}}

{{recipient_address}}

Subject: Consent to Sub-License

Dear {{recipient_name}},

This letter serves as a formal consent from {{licensor_company_name}} (the "Licensor") to {{licensee_company_name}} (the "Licensee") regarding the sub-licensing of certain rights as defined in the original License Agreement dated {{original_agreement_date}} (the "Original Agreement").

Background

WHEREAS, the Licensor and the Licensee entered into the Original Agreement for the licensing of {{description_of_licensed_property}};

WHEREAS, Clause {{relevant_clause_number}} of the Original Agreement stipulates that the Licensee may not sub-license the licensed rights without the prior written consent of the Licensor;

WHEREAS, the Licensee has requested consent to sub-license the specified rights to a third party, {{sub_licensee_company_name}} (the "Sub-Licensee").

Grant of Consent

The Licensor hereby grants its express consent to the Licensee to sub-license the following rights, as originally granted under the Original Agreement, to the Sub-Licensee:

{{detailed_description_of_rights_to_be_sub_licensed}}

This consent is granted solely for the purpose of the sub-licensing arrangement between the Licensee and the Sub-Licensee, effective as of {{sub_license_effective_date}}.

Conditions of Consent

This consent is subject to the following conditions:

1. The sub-license agreement between the Licensee and the Sub-Licensee (the "Sub-License Agreement") shall not broaden the scope of rights granted beyond those originally conferred upon the Licensee in the Original Agreement.

2. The terms and conditions of the Sub-License Agreement shall be consistent with, and not contradict, the terms and conditions of the Original Agreement.

3. The Licensee shall remain primarily liable to the Licensor for all obligations and responsibilities under the Original Agreement, notwithstanding any sub-licensing arrangement.

4. The Licensor shall be provided with a copy of the fully executed Sub-License Agreement within {{number_of_days}} days of its execution.

5. This consent does not waive any other rights or remedies of the Licensor under the Original Agreement, at law, or in equity.

Governing Law

This Consent to Sub-License shall be governed by and construed in accordance with the laws of {{country}}.

Acknowledgement

Please indicate your acceptance of these terms by signing and returning a copy of this Consent to Sub-License.

Signature Block

Sincerely,

___________________________

{{licensor_authorized_signatory_name}}

{{licensor_authorized_signatory_title}}

For and on behalf of {{licensor_company_name}}

Date: ____________________

Accepted and Agreed:

___________________________

{{licensee_authorized_signatory_name}}

{{licensee_authorized_signatory_title}}

For and on behalf of {{licensee_company_name}}

Date: ____________________