Help me find resale license agreement terms
June 25, 2009 3:27 PM Subscribe
License Agreement - Exclusive Rights to Sell Service/Access in Exchange for Royalties - where else can I find good examples?
My company is entering into an arrangement. We would have the exclusive right to provide online training courses to a certain market segment. In return for such rights, we get royalties on the fees paid for any courses taken. Before contracting a lawyer, we are trying to figure out which areas we need to be most concern with. What we've already covered:
- Warranty that the licensor has the right to license the content to us
- Indemnifications
- Terms of royalties
- Most other boilerplate language
When I google "standard license agreement terms" there's a ton of stuff out there, but it's more geared toward end users buying software licenses.
Can you think of any other places I could look? Are there similar arrangements in certain industries that I could explore? This is not a franchise agreement, so I'm not interested in seeing franchise agreements. I'm really trying to figure out if there are other areas where we need to protect ourselves that haven't been covered.
Thanks!
My company is entering into an arrangement. We would have the exclusive right to provide online training courses to a certain market segment. In return for such rights, we get royalties on the fees paid for any courses taken. Before contracting a lawyer, we are trying to figure out which areas we need to be most concern with. What we've already covered:
- Warranty that the licensor has the right to license the content to us
- Indemnifications
- Terms of royalties
- Most other boilerplate language
When I google "standard license agreement terms" there's a ton of stuff out there, but it's more geared toward end users buying software licenses.
Can you think of any other places I could look? Are there similar arrangements in certain industries that I could explore? This is not a franchise agreement, so I'm not interested in seeing franchise agreements. I'm really trying to figure out if there are other areas where we need to protect ourselves that haven't been covered.
Thanks!
The reason you're having trouble finding these things is that such contracts are almost always confidential, and the parties to the contract generally have no small incentive to keep it that way. You're just going to need to talk to a lawyer for more specifics.
One thing you do want to watch out for is exclusive contracts to serve identified segments of the market. Courts allow them, but they're frequently viewed as restraints of trade, which is disfavored at common law and runs some measurable chance of running afoul of antitrust statutes. The reason I bring this up is because though the courts don't seem to be terribly worried about antitrust as far as copyright is concern, your language in terms of defining this by market segment, not product, raised some red flags. Depending on exactly what it is you're doing, that could be a problem. Just something to consider raising when you lawyer up.
Other than that though, your facts are so vague that it's hard to point out more specific issues.
posted by valkyryn at 4:19 PM on June 25, 2009
One thing you do want to watch out for is exclusive contracts to serve identified segments of the market. Courts allow them, but they're frequently viewed as restraints of trade, which is disfavored at common law and runs some measurable chance of running afoul of antitrust statutes. The reason I bring this up is because though the courts don't seem to be terribly worried about antitrust as far as copyright is concern, your language in terms of defining this by market segment, not product, raised some red flags. Depending on exactly what it is you're doing, that could be a problem. Just something to consider raising when you lawyer up.
Other than that though, your facts are so vague that it's hard to point out more specific issues.
posted by valkyryn at 4:19 PM on June 25, 2009
nolo press has reasonably good DIY law forms etc.
Eg. Getting Permission
posted by @troy at 5:13 PM on June 25, 2009
Eg. Getting Permission
posted by @troy at 5:13 PM on June 25, 2009
IANYLicensingL, seriously, but here are a few things to think about:
I think that you are saying that you the reseller of someone else's courses into a certain medium or organization. Who is granting that right to you - do you control that medium or organization? I'm not sure that I understand what you are doing, but your agreement should be very clear about this so that anyone reading it is clear about what you are doing. In particular, be clear about whether the exclusivity is "two way", i.e. can you only provide your courses through them and they can only provide courses you provide them?
Other major topics you should think about - clear copyright licensing terms, think about who has what rights for branding/trademark issues, term and termination, taxes, ownership of materials you provide or are provideds, assignment, additional warranties, rights to make modifications, payment terms, audit/accounting/etc. A lot of the boilerplate may matter to you, too.
General pricing rule is - avoid setting a licensee or distributor's prices (for antitrust/price fixing reasons), although you probably actually have a lot of flexibility and options here - talk to your lawyer about this one. Other than pricing, your competent lawyer will tell you that antitrust is not an issue in copyright in this context. A good, efficient lawyer in copyright licensing/software and internet agreements should be able to ask the right questions and give you a well-tailored nice form in 5-10 hours plus or minus.
posted by iknowizbirfmark at 9:08 PM on June 25, 2009
I think that you are saying that you the reseller of someone else's courses into a certain medium or organization. Who is granting that right to you - do you control that medium or organization? I'm not sure that I understand what you are doing, but your agreement should be very clear about this so that anyone reading it is clear about what you are doing. In particular, be clear about whether the exclusivity is "two way", i.e. can you only provide your courses through them and they can only provide courses you provide them?
Other major topics you should think about - clear copyright licensing terms, think about who has what rights for branding/trademark issues, term and termination, taxes, ownership of materials you provide or are provideds, assignment, additional warranties, rights to make modifications, payment terms, audit/accounting/etc. A lot of the boilerplate may matter to you, too.
General pricing rule is - avoid setting a licensee or distributor's prices (for antitrust/price fixing reasons), although you probably actually have a lot of flexibility and options here - talk to your lawyer about this one. Other than pricing, your competent lawyer will tell you that antitrust is not an issue in copyright in this context. A good, efficient lawyer in copyright licensing/software and internet agreements should be able to ask the right questions and give you a well-tailored nice form in 5-10 hours plus or minus.
posted by iknowizbirfmark at 9:08 PM on June 25, 2009
This thread is closed to new comments.
I take it someone else produced the courses that you want to provide others? Definitely sounds like a copyright issue in any case - copyright includes a number ofrights (e.g., performance) that you might want to cover.
posted by exogenous at 3:42 PM on June 25, 2009