When you are creating a piece of work for a company or individual, you will need to consider the ownership of those ‘works’. This means you will need to decide whether the work is going to be licensed or assigned to the company or individual upon completion.
This can be easily overlooked and the parties may end up in a dispute about who owns what. Read on to understand the difference between assignments and licenses and furthermore, which license might be right for you.
What are Assignments?
An ‘assignment’ is the transfer of outright ownership from the Assignor to the Assignee. If the Assignor has no intention of retaining any rights or property over the Work then this is the way to go.
What are Licenses?
With a licensing agreement, there is much more to consider. It is vital the terms used are correctly defined and that the restrictions contained within the licence appropriately and clearly stated leaving no room for misinterpretation.
What type of licence is right for me?
The grant of the licence should specify if it is an ‘exclusive licence’, a ‘non-exclusive licence’ or, a ‘sole licence’. The differences are crucial:
- An exclusive licence grants rights to the licensee to the exclusion of all others, including the licensor.
- A non-exclusive licence leaves the licensor free to exploit the rights itself and to grant licences to others.
- Under a sole licence, the licensor may exploit the rights itself but may not grant licences to any others.
The term “sole and exclusive” is sometimes seen in licences, but this should be avoided as the two terms are contradictory and should therefore not be used together.
The grant of the licence should further specify the rights granted, the purpose for which the rights can be used, territory/geographical restrictions and the duration of the licence.
What else should I consider?
The type of license chosen will, of course, depend on the nature of the Works and the arrangement between the licensor and licensee. Control of the Works, exclusivity or usage rights in respect of the Works as well as territorial/geographical scope are some of the things that need to be considered.
Licensing works can be extremely daunting and it is always a good idea to consult with experts. Even the prospect of contacting a legal expert can be off-putting. At CloudLegal, we are ready to help and keep things simple – we’re not saying it’s easy but it doesn’t have to be stressful.
Let us know if we can help you!
Author: Yvonne Morris
CloudLegal is a tech-enabled legal support consultancy which promises practical commercial and jargon-free advice. We support all company matters, commercial contracts/ Ts & Cs (including software and IT), employment & HR as well as data protection matters. We have various services including:
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