Content is everywhere these days. People heavily consume it regardless of the source. From books, magazines, films, television series, music to online videos, and technological advancement, these contents are made available for everybody. Content can be adapted to any kind of medium, and it is protected by a copyright.
However, in today’s fast-paced world, content should be protected at all costs. It is now easy to duplicate content with all the convenience general technology has brought to the people. So, for companies to protect their intellectual property (IP), they need to sign a content license agreement.
What is a Content License Agreement
A content license agreement is a document that binds two parties into using the content. This is when one allows the other to use its content or by in any means. In the document, the licensor (the person owning the content) and the licensee (the person using the content) have to be determined. They are the main parties of the general agreement.
Content license agreement covers a number of important matters such as copyright (original written work), trade secret (confidential business information), patent (property right to an invention), know-how (high level skill or information) and trademark and service mark. You may also see commercial agreement templates
How to Make a Content License Agreement
Going into a written agreement is a decision that has to be thought carefully. Content is the one at stake in this venture after all. Making the wrong decision will lead to grave consequences. Though it is not an easy task, here are some of the steps in making the content license agreement.
1. Determine Who and What is Involved
As we have said before, the licensor and the licensee have to be included in the agreement. The other basic elements that should be present in the content license agreement are the IP, purpose of using the IP, the fee to be paid by the licensee to the licensor, and the term in which the content can be used.
A few other things to include in the simple agreement are the time the licensee can use the IP and when the license ends or renewed. These are important as the IP will be used in any way for a given amount of time.
2. Include Possible Sanctions
In any word agreement, there should be a list of sanctions if the other party does not meet the required terms and conditions. This list will make the other party think twice about his actions. Some of the sanctions that can be imposed in the agreement are indemnification, which means the licensee will pay the licensor if the IP gets damaged in any way possible. An indemnification provision is an important part of the agreement as it results in criminal liability when breached.
Another possible sanction to be included is the disclaimer, wherein the licensee takes responsibility in case the IP gets damaged and the licensor is not liable for anything that is related to it. You may also like simple agreement templates
3. Determine the Kind of License that will be Agreed on
In a content licensing agreement, there are three kinds of licenses. First is the exclusive license, which gives the licensee the sole authority to use the IP. not even the licensor can use the IP anymore. With an exclusive license, any other person is not allowed to use the IP but the licensor alone. Second is the non-exclusive license, which gives licenses to the licensee and other parties that want to use the IP as well. Many people can use the IP all at the same time. Last is the sole license, which allows the licensee and the licensor to both use the IP. The licensor will not add any licenses to others. You may also see sample agreement templates
Determine the kind of license you need to agree on and write a draft based on that. Every kind of sample agreement has different provisions and sanctions to be covered.
4. Include the Kind of Fee to Pay
The licensee pays the licensor when he plans to use an IP for his own purpose. He can pay an issuance fee, which the amount he pays for the IP, in whole or in installments. If he plans on using the IP for a long time, he will pay a royalty general payment. Sometimes, he has to pay a renewal fee if the license gets automatically renewed annually. Or, if the licensee reaches something remarkable while using the licensor’s IP, he will pay the licensor a milestone payment. All of these can be included in the agreement if necessary.
5. Put in Other Provisions
Provisions such as confidentiality and quality control should be observed in the agreement. The ownership of the IP should remain to the licensor while protecting the IP is the responsibility of the licensee. The licensee is also not allowed to remove any general notice and markings on the IP. Sublicenses cannot be also guaranteed to the IP by the licensee.
Consult a lawyer before making the agreement draft.
Making a draft of a content license agreement requires a lot of technicalities. Consult a lawyer to help you in writing it. The lawyers know the technical parts of the agreement that will favor both parties. You may also see agreement templates in word
Why Use a Content License Agreement
Content is a precious yet easily consumable thing in today’s world, therefore it needs to be protected to prevent it from getting duplicated without permission. A content license agreement is essential in keeping the rights of the IP protected since it is the key to making money for the licensor and how the licensee uses it for the world to see. You may also like printable agreement templates
Having this kind of basic agreement prevents the IP of the licensor from being used without getting the proper payment. It also prevents the licensee from capitalizing on a valuable IP. Mental suffering stems out if this agreement is not taken. It will harm the goodwill of the licensor’s business and will end up the licensee receiving desist letters.
Duplicating and using any kind of content is fine as long as you have the content license agreement and the right resources to carry out such action. As long as you do your part in the formal agreement, nothing can go wrong. It should not also stop you from creating great content for the world to use.