The Basic Terms of a License

basic terms of a license

By Dawn Wattie, Surrey Business Lawyer

All licenses to use intellectual property (“IP”) should include:

  • Limited grant or scope of the right to use such as:
    • The right to use but not modify
    • Territory or field of use limitations
    • Exclusive or not exclusive to the licensee (Note: most online licenses are non-exclusive and focused on the end user)
  • Conditions of the grant or right – meaning what you can and cannot do such as:
    • Right or prohibition to sublicense to others;
    • Right to use but not modify;
    • Right to create back-up copies, etc
  • Ownership rights
  • Who is responsible if something goes wrong? These could include representations, warranties, indemnification, etc.
  • Circumstances which give rise to termination of license i.e. unauthorized use, etc.
  • General terms such as governing law, no right to transfer agreement, etc.

It is important to note that technology enables organizations to electronically track the inappropriate use of IP from their sites and that there is no necessity to post copyright notices or other kinds of IP notices to successfully make a claim for infringement.

A user of intellectual property is responsible for determining the terms of use – if there are no terms, the user cannot assume entitlement or presume that the IP is part of the public domain. Users of intellectual property that make those assumptions could receive an infringement letter from the IP owner and face penalties and fines arising from improper use.

Image Credit: BusinessSarah under Creative Commons

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