Content and copyright

Licensing.

A licence is a permission with edges. What it covers, for how long, where, in what media, exclusively or not, and how it ends are all decided by the document rather than by what either side intended. Most of the trouble comes from grants that were wider than anybody meant and had no way of being brought to a close.

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What this looks like when it goes wrong

The first version is a grant far wider than the deal. The work was licensed for a particular campaign, product or edition, and the wording covers every use, in every medium, everywhere, with a right to pass it on. Nobody negotiated it because the document was short and looked administrative, and the person who signed it was not the person who would later need it back.

The second is a licence with no ending. No term, no termination provision, no reversion, and nothing that responds to the other side stopping paying or simply stopping. The counterparty has lost interest in the work, is doing nothing with it, and will not release it, because there is no mechanism obliging them to and no incentive to volunteer.

The third is the same right granted twice. Usually because exclusivity was described loosely, or because territories, media or fields of use were drawn in language that new formats and new channels have since overtaken. Both licensees are reading their agreement correctly. The agreements were never read against each other.

The fourth is a licence where nobody can tell what is owed. Reporting obligations are absent, vague or impossible to check, payments arrive as round sums with no statement behind them, and every record that would settle the question belongs to the party making the payment. The relationship survives on trust until the moment somebody wants a number.

What actually decides it

The scope of a licence is what the grant says it is. The works covered, the acts permitted, the media, the territory, the term, whether it is exclusive, whether it can be passed on, and what happens at the end. Anything not granted is retained in principle, but a loosely drafted document is read as a whole and ambiguity is resolved by construing the words rather than by recovering anybody's intention. Where the outcome depends on the drafting, explaining afterwards that something else was meant is rarely available.

Exclusivity carries more than a promise not to license anybody else. Whether you can still use your own work, whether the licensee can grant permissions underneath, and whether the licensee can act against infringers in its own name all follow from how the grant is structured, and each of those is more often assumed than agreed. An exclusive grant is also the one most likely to be regretted, because it removes every alternative at once.

Endings are the part that gets left out. A licence that cannot be ended is an assignment with extra paperwork. What makes one controllable is a defined term, clear triggers for bringing it to a close, a stated position on stock already manufactured and material already in the distribution chain, and an answer to what happens to any permissions granted underneath it. If the answer to that last question is missing, ending the head arrangement may achieve considerably less than expected.

Finally, you can only grant what you hold. Where the work has contributions from others, or contains third party material under its own conditions, the grant has to be limited to what is actually yours, and the warranties and indemnities you give are only worth what stands behind them. Moral rights sit alongside the grant rather than inside it, and whether they arise, whether they have been asserted and what effect any waiver or consent has depends on the circumstances and the wording, which is a reason to deal with credit and alteration expressly in the document.

What we do

Licences you grant

Drafted so scope, exclusivity, term and exit are all decided at the start rather than argued later.

Licences you are asked to sign

Establishing what is actually being taken, and what you will not be able to do afterwards.

Getting out of one

Whether an existing arrangement can be brought to an end, on what basis, and what it would take.

Reporting and payment

Obligations that make it possible to check what is owed while the records still exist.

Clearing the chain first

Confirming you hold what you are about to grant, including contributions and third party material.

Where a licence has been exceeded

Use beyond the grant handled as a contract question or an infringement question, whichever is stronger.

When to spend nothing

Not every permission needs a bespoke document. Short lived, low value and non exclusive uses can sit on a standard grant that somebody drafted once, and rewriting one each time is a poor use of money. The documents worth real attention are the exclusive ones, the long ones, and the ones touching the material the business is actually built on, because those are the ones that remove options.

If an arrangement is running well and both sides are content, reopening it to tidy the wording invites a negotiation nobody asked for. The moment to fix terms is at renewal, or when something else is being discussed anyway. It is also worth asking what you would do with a right if you got it back. If there is no answer to that, the fight to recover it is probably not worth having.