Overview

A Content License Agreement is a contract between the content owner, the licensor, and the licensee, who wants to post the licensed content on its own platform for end users to access. Typically, the licensed content is protected copyright, written material such as articles, essays, and blog posts, or pictures, videos, and forms of multimedia, so a core component of a Content License Agreement is a copyright license from the licensor to licensee. A copyright license is a permission from the licensor to the licensee to use the content in ways that would otherwise violate the licensor’s rights under copyright law. Copyright grants the owner the exclusive rights to reproduce and distribute copies, prepare derivative works, and—depending on the kind of work—publicly perform and display the copyrighted work. 17 U.S.C. § 106, https://www.law.cornell.edu/uscode/text/17/106. A Content License Agreement will usually grant the licensee the right to reproduce the content in a specific medium to be accessed by or distributed to end users. The copyright license grant needs to be explicit as to which of the exclusive rights are being granted. Copyright law is not the only relevant law, Content License Agreements are also governed by contract law, and at the state, federal, and even international levels.

Key things to consider when drafting a Content License Agreement include:

  1. Trademark Use Policy. While the trademarks can be considered secondary to the licensed content at the heart of the Content License Agreement, if the licensee uses licensor’s marks improperly, for example, uses the marks descriptively, or as nouns or verbs instead of trademarks, the licensor risks losing its trademark rights. Further, the licensor will want to make sure that the marks appear unaltered, and in close proximity to the licensed material to maintain the connection in end user’s minds between the marks and the licensed content. For more on proper trademark use see the Use of Trademark clause in the Trademark License Agreement.
  2. Copyright Notice. Copyright notice is no longer required for copyright protection. That said, it does have other benefits, such as deterring potential infringement, and limits the defenses potential infringers could bring in court. it is well worth the time to require that the licensee maintains proper copyright notice on all the licensed materials.
  3. Media and New Media. Depending on the medium of the content, a licensor can grant exclusive licenses for the same content to different licensees for use in different media. To maintain control of its content, the licensor should carefully consider which media a licensee is allowed to publish the content in. Further, the parties should include a provision detailing how new forms of media, that did not exist at the time the contract was made, will be handled. The simplest way of handling this is for the licensor to withhold rights in all media not explicitly granted, with the parties modifying the agreement later to accommodate new media if need be.
  4. Selection, Modification, and Design. How much editorial discretion should the licensee have in presenting the licensed content to end users? The licensor should maintain some control over how the content appears to end users, to ensure that changes in format or omitting parts of a written work do not mutilate the intent of the content. On the other hand, the licensee should have some editorial discretion to format, design, and omit portions to best fit its platform. This can be a hard balance to strike, but coming to agreement can avoid troubles down the line.
Guidance
A Guidance has not been defined yet.
1. Overview

A Content License Agreement is a contract between the content owner, the licensor, and the licensee, who wants to post the licensed content on its own platform for end users to access. Typically, the licensed content is protected copyright, written material such as articles, essays, and blog posts, or pictures, videos, and forms of multimedia, so a core component of a Content License Agreement is a copyright license from the licensor to licensee. A copyright license is a permission from the licensor to the licensee to use the content in ways that would otherwise violate the licensor’s rights under copyright law. Copyright grants the owner the exclusive rights to reproduce and distribute copies, prepare derivative works, and—depending on the kind of work—publicly perform and display the copyrighted work. 17 U.S.C. § 106, https://www.law.cornell.edu/uscode/text/17/106. A Content License Agreement will usually grant the licensee the right to reproduce the content in a specific medium to be accessed by or distributed to end users. The copyright license grant needs to be explicit as to which of the exclusive rights are being granted. Copyright law is not the only relevant law, Content License Agreements are also governed by contract law, and at the state, federal, and even international levels.

Key things to consider when drafting a Content License Agreement include:

  1. Trademark Use Policy. While the trademarks can be considered secondary to the licensed content at the heart of the Content License Agreement, if the licensee uses licensor’s marks improperly, for example, uses the marks descriptively, or as nouns or verbs instead of trademarks, the licensor risks losing its trademark rights. Further, the licensor will want to make sure that the marks appear unaltered, and in close proximity to the licensed material to maintain the connection in end user’s minds between the marks and the licensed content. For more on proper trademark use see the Use of Trademark clause in the Trademark License Agreement.
  2. Copyright Notice. Copyright notice is no longer required for copyright protection. That said, it does have other benefits, such as deterring potential infringement, and limits the defenses potential infringers could bring in court. it is well worth the time to require that the licensee maintains proper copyright notice on all the licensed materials.
  3. Media and New Media. Depending on the medium of the content, a licensor can grant exclusive licenses for the same content to different licensees for use in different media. To maintain control of its content, the licensor should carefully consider which media a licensee is allowed to publish the content in. Further, the parties should include a provision detailing how new forms of media, that did not exist at the time the contract was made, will be handled. The simplest way of handling this is for the licensor to withhold rights in all media not explicitly granted, with the parties modifying the agreement later to accommodate new media if need be.
  4. Selection, Modification, and Design. How much editorial discretion should the licensee have in presenting the licensed content to end users? The licensor should maintain some control over how the content appears to end users, to ensure that changes in format or omitting parts of a written work do not mutilate the intent of the content. On the other hand, the licensee should have some editorial discretion to format, design, and omit portions to best fit its platform. This can be a hard balance to strike, but coming to agreement can avoid troubles down the line.
2. Discussion A Guidance has not been defined yet.