Worldwide License Agreement Meaning

Matthew Kleiman is a lawyer for the Charles Stark Draper Lab in Cambridge, Massachusetts, and a long-time space enthusiast. Prior to joining Draper, he was a senior partner at the law firm WilmerHale, where he represented early-stage technology and life sciences companies in venture capital financing, intellectual property licensing and other technology-related transactions. He looks forward to the day when he can negotiate licensing deals from his office on Mars. Examples of licensing can be found in many different industries. An example of a license agreement is an agreement between software copyright holders and a company that allows them to use the computer software for their day-to-day business operations. The benefits of licensing can be viewed from two angles: the licensor and the licensee. As an in-house lawyer for a research lab specializing in guidance, navigation, and control technologies, I reviewed a typical license agreement for software that would be used on a small satellite. The agreement stated that we would have a “worldwide” license to use the software for its intended purpose. First of all, I read the word “worldwide” without hesitation, as this term is often used in licensing agreements to indicate that there are no geographical restrictions on the use of the technology granted by the recipient. But come to think of it, I wondered if a global license really gave us enough rights to use the software in a satellite that is probably out of this world (i.e. orbiting the Earth). What exactly is the geographic scope of a global license? Could a licensor exploit this ambiguity to receive additional payments from an unsuspecting licensee? In the space of a precedent or an account of the negotiations between the parties as an indication, the court would pay attention to the dictionary`s common definition of the term “worldwide”. Merriam-Webster`s online dictionary defines “worldwide” as “extended or included worldwide.” Definitions in other dictionaries primarily resemble Webster`s definition (e.g.B.

“extend or expand the whole world” and “include the whole earth”), but also include “not limited or provincial in scope” and “universal.” Licensing agreements cover a wide range of known situations. Not all licensors need guarantees, although some experts recommend that licensors receive as much compensation as possible in advance. In some cases, licensors use warranties as the basis for renewing a license agreement. If the licensee achieves the minimum turnover, the contract is extended; otherwise, licensor has the option to terminate the relationship. While I am not aware of any case where a court has been required to interpret the geographic scope of a global license, I am not the first lawyer to think about this issue. An October 29, 2009 Wall Street Journal article titled “Lawyerese Goes Galactic as Contracts Try to Master the Universe” described contracts for reality TV participants that granted production studios rights “in all media, in the entire universe, forever.” The article explained that “more and more people everywhere and forever are encountering such a language that entertainment companies are tapping into amateur talent and trying to anticipate all possible future revenue streams.” To justify this trend, one law professor reportedly argued that such language could be “a brilliant foresight” because “it can be dangerous to refer vaguely to geographical boundaries.” For example, he postulates that the term “worldwide” could exclude possible future markets and people might one day ask, “Why didn`t they get the rights to mar?” License agreements limit the conditions under which one party may use another party`s property. .