Skip to content
FixMyContract
All terms
Photograph of an open blank book with an orange ribbon bookmark

Glossary

Intellectual propertyUpdated Sep 23, 2026

What Is a Non-Transferable License?

A non-transferable license gives permission to use something that the licensee cannot pass on — by sale, assignment or sublicense — without the licensor's consent. The right stays with the business or person named in the contract, so if that business is sold, merged or restructured, the license may not move with it.

Analyze my contract — freeFull mechanics: 7 Things to Negotiate Before You Sign a Contract (2026)

Why it matters

It matters most on the day your business changes hands. Software, content or brand rights you rely on may not come with the business.

How common is it?

In the 510 public-company commercial contracts of the CUAD dataset (The Atticus Project, CC BY 4.0), 138 (27.1%) contain a non-transferable license.

Among contract types with at least 20 contracts in the set, it shows up most in co-branding agreements (13 of 22), license agreements (17 of 33) and hosting agreements (9 of 20).

These are larger-company deals, not a sample of every contract — a reference point, not a rule. Full method: /data/cuad.

What to watch for

  • No exception for a sale of the business or a merger.
  • No right to let contractors or affiliates use it on your behalf.
  • Transfer banned even when the licensor's consent is unlikely to be refused.

A realistic example

A small agency builds its client work on a licensed font family. When the agency is acquired, the license does not transfer, and the buyer must relicense every font.

What to ask for

  1. Transfer allowed to a buyer of the business, with notice to the licensor.
  2. Use by contractors and affiliates working for you.

Related terms: license grant · anti-assignment clause · perpetual license

Related guide: 7 things to negotiate before you sign a contract

See how the non-transferable license reads in your contract — 👉 Analyze your contract free — your first analysis is free, no card, no deadline to use it.

Not legal advice. This is an educational definition of a common contract term. Details vary by jurisdiction — this page explains common U.S. usage. For high-stakes agreements, have a lawyer review the final version.