HOW TO DRAFT A CONTENT LICENSING AGREEMENT
Content creation has been embedded in our society from ages, however, the same has been evolving time to time. Previously, the people used to create content in the form of stories and articles which used to get published in books and newspapers and podcasted on radio to be accessible to the general people at large. However, as the times passes, with the advancement in technology, creation of content and consumption of the same has also evolved.
In this rise of digital age, the forms of content creation nowadays have also become advance which includes but not limited to blogging, article writing, photography, videography, maintaining and updating web sites, and most importantly editing and distribution of digital media. With this evolution, the complexity of issues mainly in regards with the ownership of the contents and its consumption thereof have also transformed and become alarming for the content creators.
Therefore, on the business/legal side, whenever the company or person wishes to re-use or republic any content of the creator, an agreement called Content License Agreement needs to be in place in order to protect the intellectual rights of the content creator and to further demonstrate the use of the content by the company or person. Nonetheless, it is also important to understand that what exactly the Content License Agreement is and how does it work to protect the ownership rights, usage of content and liabilities of the parties.
CONTENT LICENSING AGREEMENT
Content Licensing Agreement is basically a legal document that usually executed between the content creator and the company or a person seeking to use the content created by its creator. It provides mechanism for the usage of the content and typically outlines to what extent intellectual rights will be transferred to the party who is purchasing and/or licensing the content. It shall not be out context to say that this legal document basically demonstrates and highlight the transfer of intellectual property in return for consideration in the form of payment.
However, it is also important to note that there is difference between purchasing and licensing the content. Although they both sound familiar but they are easily comparable to each other. When the content is being purchased then the creator has to surrender/relinquish all his intellectual and ownership rights and have to transfer the same to the purchaser. In simple words, the creator ceased to have any sort of control over the content after the purchase therefore, the purchasing of content is far expensive then licensing. It is to be noted that it also requires different Agreement which can be labelled as Content Purchase Agreement.
Contrary to this, the Content Licensing Agreement is less expensive but is also versatile option for both the creator and the licensee. For the licensee, it allows them to re-use and/or republish the content and use it in their own way. Whereas, for the creator, repurposing of their content allows them better and efficient market access for their content to be highlight to the world at large.
Having said that everything mentioned hereinabove, solely depends on how the Content Licensing Agreement is drafted. Because, this legal document not only specifies the relationship of the parties but also defines their obligations and liabilities. Therefore, it is vital to know what is usually inside the Content Licensing Agreement and how to draft it in an efficient and productive manner.
PARTICULARS INCLUDED IN CONTENT LICENSING AGREEMENT
Every agreement or contract has its own particulars based on its subject matter. Same goes with the Content Licensing Agreement, as its subject matter include intellectual property therefore it is important that particulars of this agreement must outline the rights and terms for the usage of that specific intellectual property. The basic Content Licensing Agreement must include:
Identification of the Parties
The first step for creating any agreement is to identify and thereby highlight the Parties involved in the Agreement so as to specify the obligations and responsibilities of each party in the Agreement. In the Content Licensing Agreement, the Parties involved are the content licensor and the licensee.
Term of the Agreement
Every agreement has its effective date and end date which in legal terms known as term of the Agreement. Usually, it depends on the mutual consent of the parties to have an end date of the Agreement but it is vital for every agreement to have term, so as to define its commencement date and the end date.
Scope of the Agreement
This part of the agreement briefly highlights the intention and willingness of the Parties and further define the roles which will be performed by each party.
Identification of the Licensed Content
This part must clarify the form of intellectual property and further outlines the grant of license for the usage of intellectual property which includes but limited to right to use, sell, manufacture, and share a patented product etc.
This section in the agreement specifies the ownership to the intellectual property. As this is a licensing agreement therefore, licensor always retain all the rights, title, and interest over the subject intellectual property. And further recognizes the grants of license given to the licensee.
This part of the agreement outlines the consideration amount payable to the licensor by the licensee for the use of the content.
Representation and Warranties
This section is one of the most important parts of the agreement as under this section the parties undertake and warrants for the necessary actions required to be taken before executing this agreement. One main example of such term is licensor must warrant that the intellectual property is free from any encumbrance and is not infringing any third-party rights.
This section simply outlines the instances and circumstances under which this agreement can be ended and further defines the authority of either party to end the agreement depending upon the circumstances.
This section of the agreement defines that neither party shall be liable for not performing their part if it is caused by factors beyond the reasonable control such as act of God.
This section simply highlights that if any clause of the agreement is found to be unlawful or enforceable then such terms and clauses will be declared null and void and would be considered as removed from the agreement. However, all other terms and conditions will continue to remain in force and will be binding upon the parties.
This section gives option to the parties to amend/modify/change any term of the agreement provided that such amendment is subject to mutual consent of the parties and must be in writing.
Having said that, in order to make the Content Licensing Agreement even more effective, certain particulars are important to be specifically defined in the agreement or the parties may execute a separate agreement in relation to those particulars in order to avoid any uncertainties. These particulars include but not limited to;
- Ownership of the content
- Release of the content
- Use of the content
OWNERSHIP OF THE CONTENT
As discussed above, the Content Licensing Agreement always revolves around the usage of the intellectual property in question therefore, it is important for the parties to have understanding of its ownership. Keeping this in mind, it is vital either to mention the ownership clause in the Content Licensing Agreement or the parties may execute the separate agreement demonstrating the same. The ownership of the intellectual property, usually, retained by the creator unless the same is purchased by the other party. Being the owner of the content/intellectual property, the creator grants its proprietary and personal rights to the licensee which can be revoked.
RELEASE OF THE CONTENT
Once the agreement is reached between the licensor and licensee, it is important for the licensee to get the release of the content so that the same can be used for purpose defined in the Agreement. Release of the content is basically the authorization by the licensor to the licensee whereby the licensor surrenders his/her personal intellectual rights and grants the same to the licensee to fulfil the terms agreed in the Content Licensing Agreement. Needless to say, such release can be either be mentioned in the agreement itself or the parties may execute separate agreement. However, what it most beneficial is that licensor should execute release form and the same shall be exhibited in the original Content Licensing Agreement.
USE OF THE CONTENT
It is imperative for the Content Licensing Agreement to demonstrate and outline the use of the content/intellectual property. The reason behind is that when the licensor surrenders his/her personal intellectual rights and grants the same to the licensee then it is pertinent for the parties to define the extent of usage of those intellectual rights. If the use of the content is not defined then there always will be uncertainty which eventually give rise to the disputes between the parties.
At the end, it can be conclusively said, it is of vital importance to have an effective Content Licensing Agreement not only because it protects the intellectual property but also refrain the licensee to misuse, abuse and damage the intellectual property. Further, it also protects the licensee interest against any claim over revenue generated out of such intellectual property.