Understanding Website Content License Agreements
When developing a website, you likely will be including lots of information or advice on your site. While you can create all of this content on your own (or hire writers to do it for you), sometimes you can find articles that are already published on other websites and acquire the right to post them on your site. Check out Can You Put Content From Other Websites on Your Site? for some basics on this topic.
The agreement that can accomplish this is a website content license agreement. Basically, this agreement gives you (the Licensee) the right to use (a License) content owned by a third party (the Licensor) for placement on your site.
Of course, most people who own valuable content aren't just going to hand their content over to you for free, with your right to do whatever you choose with it. Here are the important provisions that a licensing agreement should address.
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- License your idea to multiple companies at the same time
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Provisions of a website content license agreement
Scope of the license
The Licensor will want to have a narrow scope as to what and how you can use their materials. You need to clearly spell out what it is that you are licensing and where you can use the materials. The Licensor will want their materials only posted on your website, and not elsewhere.
Exclusive vs. non-exclusive
In most instances, the Licensor will only grant a non-exclusive right to the content. In some circumstances, you may be able to limit to whom the Licensor licenses the content (e.g., no other license to your competitors for some period of time).
Term of the license
The agreement must spell out for how long the license will be good. The best term from the licensee's perspective would be to get a perpetual (forever) license, but many times the Licensor will only agree to a set time period. If you are the Licensee, think about renewal rights.
Payment
The agreement will have a payment clause, which will spell out how much is to be paid for the license, and by when.
Representations and warranties of licensor
The Licensee will want some important statements from the Licensor, such as that the Licensor owns the licensed content, that it isn't libelous or in breach of someone else's rights, and that the Licensor has the right to grant the license.
Indemnification
The Licensee will want the Licensor to indemnify it in the event the Licensor breaches its representations and warranties.
Covenants of the licensee
The Licensor will typically expect some promises from the Licensee, such as that the site will be operated in a professional legal manner, and that the licensed content placed on the site will have a proper acknowledgement that the content is the copyrighted work of Licensor.
Termination
The agreement will also likely deal with termination issues, such as when the Licensor or Licensee has the right to terminate the agreement and the consequences of termination.
For more information about website content license agreements, contact an attorney.
