IP Draughts and his colleagues have some standard training materials that they use for teaching the principles of contract drafting. These materials include a slide that consists of a badly-drafted licence clause, on which they invite comments from the audience. For example, IP Draughts will be using a version of the following slide when he presents some sessions at the forthcoming PraxisUnico Advanced Licensing course, to be held at the University of Loughborough in a couple of weeks’ time.
Points for discussion in the above slide include:
- “grants and conveys” – why?
- “sole and exclusive” – why?
- licence under which IP? Does this need to be stated?
- list of permitted acts – appropriate?
- have made + have supplied = sublicensing by the back door?
- use of names Licensor and Licensee
- other points that may need to be included somewhere in agreement, eg whether sub-licensing is allowed
Imagine our surprise last week, when we were sent a draft contract to review that included the following clause (text shortened and slightly edited below to make it manageable, but typos from original left in). It seems to be life imitating art!
Licensor hereby grants and coveys unto Licensee a sole and exclusive license in [Territory] and non-exclusive license throughout the world except to [Territory], unrestricted, irrevocable, world-wide, unlimited, royalty free, fully paid up, assignable, transferable, enterprise wide, perpetual, right and license, with the right to sub-license as provided below, to Use the Software and Documentation for its current and future business operations.
IP Draughts is tempted to scrap his made-up text, and use only bona fide contract language that has been in real agreements, in future.