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Drafting Website Content Licenses
Practical Law Legal Update 7-579-7085 (Approx. 4 pages)
Drafting Website Content Licenses
by Practical Law Intellectual Property & Technology
| Published on 02 Sep 2014 • USA (National/Federal) |
A discussion of key considerations for website content licenses, including copyright and other intellectual property (IP) and personal rights. This Update also includes a discussion of content-specific terms and general provisions to address, such as the scope of the license, license fees, and representations and warranties.
Licensing content from a third party is a cost-effective and quick way for website owners to build a varied and robust content offering. For a content owner, website content licenses can provide benefits through:
- Additional revenues.
- Increased traffic to its own website.
- Brand development.
Copyright and Other Intellectual Property and Personal Rights
The materials covered by a content license agreement are typically protected by copyright, but may also involve other intellectual property (IP) or personal rights, for example:
- Trademarks.
- Rights of publicity and privacy.
Before entering into a content licensing arrangement, the content owner (licensor) should confirm that it has all necessary legal rights to license the content to the website operator (licensee). Assessing rights in third-party content can be time consuming, particularly when:
- The license involves substantial amounts of content from many rights owners, for example, if the license is for a library of publications that use third-party photography or freelance contributors.
- Individual works have several rights owners. For example, the producer of a film may have rights in the finished film, but there may also be separate soundtrack, script and performers' rights.
For a Checklist identifying key rights to consider and clear depending on the types of content being licensed, see Rights Clearance Checklist.
Key License Terms
The specific license terms vary based on the type of licensed content. For example, licensing music rights can raise more legal and business considerations than simpler content such as text articles. Where the content involves publicly performing musical works, the parties must also address such issues as the responsibility for obtaining licenses from appropriate performing rights organizations and liability for failing to do so.
Key website content license terms that the parties should generally address regardless of the type of content include:
- A description of the licensed content and the licensor's responsibility for providing the content to the company. If the description is detailed or the license covers multiple type of content, consider describing the content in a schedule to the agreement.
- Whether the licensor or licensee is hosting the content.
- The scope of the license, including:
- term;
- exclusivity;
- territory;
- any restrictions or requirements for use or placement of the content; and
- the licensee's ability to modify the content.
- Content delivery timing and requirements.
- License fees, revenue sharing and any other payment requirements.
- Representations, warranties and indemnities concerning the licensed content. A licensee risks liability from claims based on the licensor's content, including that the content:
- infringes a third-party IP right;
- is defamatory;
- invades a publicity or privacy right; or
- violates any laws, including those relating to false advertising.
Conversely, a licensor risks liability where the licensee misuses the content.
For a model agreement with integrated drafting notes, see Standard Document, Website Content License Agreement (Pro-Licensor). For more information on copyright licensing generally, see Copyright License Checklist.