A license agreement is an agreement on the basis of which the author of any work of art, science, literature (otherwise - the licensor) provides the other party (otherwise - the licensee) the right to use the work in the framework provided for by this agreement.
What kind of contract is this?
The document acts as a copyright license agreement. However, the legislation of the Russian Federation does not provide such a concept. More broadly, the concept of “license” is used in relation to the relevant current aspect. This type of concept is also abbreviated in the Civil Code of the Russian Federation.
This article will review the essential terms of the license agreement.
The legal nature of a license agreement is that it can be:
- consensual;
- mutual;
- onerous.
In general, in the absence of the consent of the author, no one has the right to use copyright works. The view in question takes the form of this permission. Translated from English, “license” means permission. This kind does not need to be personified with permits issued by state bodies, including permission to engage in trade. It is necessary to understand what the essence of the terms of the license agreement is. In addition, the licensor for the provided service is entitled to receive remuneration. Therefore, it requires an answer and what types of payments to the licensor are laid and how they are made. Answers to these questions will clarify the essence of the license agreement and, in general, the need for its conclusion.
Essential terms of the license agreement
The essential conditions in this case will be:
- thing;
- territory of the contract;
- term;
- amount of remuneration and the procedure for its payment.
So, the main condition is the subject of the contract. The copyright object must be indicated, for which permission is granted. There are cases when the subject of the contract are, for example, a registered computer program and a database. In this case, note the details from the certificate of state registration. Also, methods of use can be reflected in the form of a public display or, for example, the practical implementation of an architectural project. The licensee acquires the right to use the author’s labor directly by the methods arising from the license agreement.
Types of licenses are discussed below.
It is important to note that in each license agreement a combination of all the above conditions should be reflected, including the price of licensor services. However, it should be understood that each of the parties is responsible for the conditions specified in the contract. The term and territory of this agreement, as well as the type of liability of the licensor and licensee, are important.
We emphasize that the correct definition of the subject of the contract, method of use and price is an integral condition of the type of contract under consideration.
A sample license agreement is presented below.
Contract form
An important question is regarding the form of this type of contract for a work. By default, all licensing agreements are in writing. If such a condition is not observed, the concluded contract is invalid. Most intellectual property contracts are concluded according to individual rules.A sample license agreement confirms this.
A special kind is a sublicense agreement, in which the licensee can grant the right to use the result of intellectual activity to another person with the written consent of the licensor.
Exceptions to the Rules
Let us highlight a few exceptions to the rules in the field of writing:
The subject of the license agreement in the form of the right to use the work in print is possible to establish orally. There are a lot of printed information in periodicals, therefore, the legislation imposes small requirements on the form of license agreements.
The subject of the license agreement in the form of a program for a computer or database is to be used in accordance with the conditions provided for by the program. Otherwise, this type of contract is called a boxed license. It should be noted: the general rule implies the written form of the subject, the periodical edition - the written and oral forms of the subject, and for a program designed for a computer and database, a written form and conclusion are provided on the terms established by the corresponding program.
The essential terms of the license agreement are of interest to many.
Exclusive and non-exclusive license
Such contracts are divided into simple (non-exclusive) and exclusive licenses. Under the terms of the first document, the licensor retains the right to issue permission to other persons. This license is a general rule, unless otherwise provided by contract.
What does an exclusive license agreement mean?
This is an exclusive license document. Here it is assumed that the licensor has no rights to grant permission to other persons. In this case, the licensee has the sole right to use the author’s labor with the relevant terms of the contract.
Kinds
Permissions (licenses) are divided into:
Foreign economic (specific licenses granted by state authorities on the import, export and transit of certain products, while these functions are not possible in the free plan). Possess a certain period, subject to extradition at the request of the exporter or importer.
State licenses - for carrying out an unbanned type of activity on the basis of compliance with all conditions.
General, which are valid for a certain period of license, designed for exported or imported products in the absence of requirements for volume, price.
Simple licenses, that is, with the grant of the right to use a patent for works within the time period stipulated by the license agreement, therefore, the licensor has the right to independently use or transfer it to other persons.
Individual, one-time for the implementation of a trade transaction.
Full rights with the right to use the works during the term of the patent, after which such rights are transferred to third parties.
Rights and obligations of the parties to the license agreement
The responsibilities of the licensor should include:
Granting the right to use the work, including the transfer to the licensee of the work on tangible media.
Abstinence from certain actions that can make it difficult to use the work of the author on the part of the licensee.
The inability to conclude licensing agreements for the use of the work with other persons (exclusive license).
A non-exclusive license agreement is discussed above.
Licensee Responsibilities
Among the obligations of the licensee are:
Payment of remuneration stipulated by the license agreement.
Submission to the licensor of reports on the use of the work.It should be noted that the license agreement provides for the remuneration of the licensor as a lump-sum payment or royalties.
Compliance with the limits of use of the work, which are provided for by the terms of the contract, taking into account the type of license.
Remuneration
An important condition is payments. Settlement between the parties to the contract is made directly by the licensor and the licensee. This condition should be reflected in the contract. Regulated by civil law. For granting the rights to use the copyright object (subject of the contract), the licensee must pay a certain amount of remuneration. Including:
type of current deduction - royalties, periodic deductions, which, in turn, should be set as interest rates - for example, from the amount of sales of a licensed work; is the most popular species;
type of lump-sum payment, that is, a fixed amount specified in the contract.
with the participation of the licensor in the proceeds of the sale of the licensed work, payment is 10-30%;
the transfer of shares, bonds, technical documentation is possible, this amounts to 5-40% of the shares.
As a general rule, permits can be sold based on a license agreement, which contains information about the type of license, rights to use the item. It can be provided for some time, subsequently becomes invalid (after the expiration date). For example, a software license agreement.
International License Agreement
It is understood as an agreement in which one party (licensor) provides the right to use the work (license) to the other side (licensee), which makes the corresponding payment for this service. The object of such an agreement is a license for a work, another object. As you can see, both the national licensing agreement and the international by definition are similar.
findings
Thus, having analyzed the main conditions of the license agreement, its subject, as well as the licensor’s remuneration, it should be noted that the essential conditions are the correct definition of the subject of the agreement, the method of its use and price. Among the main types of remuneration, we single out current deductions, lump-sum payment, transfer of shares, bonds, technical documentation, cash payment (initial). Therefore, when concluding a license agreement between its parties, all inalienable conditions must be agreed orally, after which they are reflected in writing.
The timing
Much attention is paid to the terms of the license agreement, because after their expiration it becomes invalid. Persons who are its parties must bear the rights and obligations defined by the legislation of the Russian Federation. Their implementation is mandatory, otherwise there may be disagreement between the parties. All license agreements are in writing. If such a condition is not observed, the concluded contract is invalid. Most contracts in the field of intellectual property are concluded according to individual rules.
We reviewed the essential terms of the license agreement.