Software License Agreement With Right To Sublicense

October 8, 2021  |  Uncategorized  |  Share

In this Contract Corner, we highlight a reflection on the formulation of sublicense clauses in the context of an intellectual license. If the licensor is to make changes/improvements to the licensed IP or to the data collected/generated, the licensee should be required to obtain the assignment of those rights from a relevant processor. The licensee is responsible for the sublicensed`s activities. Note: Consider adding: “For the avoidance of doubt, end-users are not entitled to modify, distribute or sub-license any covered products (or integrated or integrated licensed technologies) and the licensee shall ensure that each end user is informed in writing of all applicable restrictions.” Note: The standard pay language is: (e.g.B. `Each sub-licensee shall include a licence rate for net sales equal to or greater than the rate set out in Section [ROYALTIES] and the economic return received by the licensor of a marketing or for the benefit of end-users by or on behalf of a subcontractor must correspond to the economic return that the licensor would have received if the licensee had directly engaged in such a merzialisation contract involved.`) Note: The certificate should expressly prohibit any sub-licensing (e.g. B in the assignment provision) “except as otherwise expressly provided in this Agreement”. The certificate can also be written to allow certain types of “usual” sublicensing activities without explicit prior authorization (for example.B. a usual or common sub-licence in the sector, field and territory, in respect of goods or services substantially similar to the applicable covered products; (b) does not sublicense to the applicable subcontractor in respect of all or substantial part of the rights granted in accordance with section [issuance of licence]; and (c) are primarily intended for one or more of the following purposes: research, development, testing or manufacturing. »). Note: End-user issues and limitations may vary depending on the type of technology/market.

Note: These topics are particularly important for university licensors….