Rights of Licensor Clause Samples

Rights of Licensor. Licensee recognizes that the Software and all additional materials and information are supplied to Licensee subject to the proprietary rights of Licensor. Licensee agrees with Licensor that the Software (including, but not limited to, the source programs thereof and the look and feel of the screens generated thereby) and all information and/or data supplied by Licensor in machine-readable or other form and/or in connection therewith are trade secrets of Licensor, are protected by civil and criminal law and by the law of copyright, are very valuable to Licensor, and that their use and disclosure must be carefully and continuously controlled.

Rights of Licensor. This Agreement shall in no way be construed as an intent to confer or transfer control or ownership of Licensor-owned property to Licensee nor shall this Agreement be construed as a conveyance of an exclusive possessory right therein. Licensee acknowledges that it is not entitled to receive a Notice to Quit upon termination of this Agreement (and, if otherwise required by law, waives such Notice to Quit).

Rights of Licensor. POL92 The licensor, originally being the copyright holder, has the sole right to grant licences to other parties and to dispose of the entirety of the copyright at his discretion. POL93 The licensor is free to make a decision concerning conclusion of a con- tract, choice of contractor, and the agreement content, unless mandatory provisions of law provide otherwise. POL94 The Copyright Act provides for one very important interpretation rule. According to article 65 of the Copyright Act, if there is no clear provision on the transfer of the right, it is deemed that the author has granted a licence.2 POL95 A copyright licence may be exclusive or non-exclusive. If the contract does not stipulate whether the licence is exclusive or non-exclusive, it is presumed that the licence is a non-exclusive licence.3 POL96 Unless the licence contract is an exclusive licence, the licensor may authorise other persons to use the work in the same field of exploitation and may exploit the copyright himself in the same field of exploitation (non-exclu- sive licence).4 POL97 If the licence is granted for a fee, the licensor has the right to obtain the fee stipulated in the licence agreement. If the licence agreement does not indicate POL99 The author also may demand that the user of a licensed work allow the author to exercise author’s supervision prior to dissemination of the work.6 The author does not usually have the right to separate remuneration for his supervi- sion, unless the parties provide otherwise.7 POL100 If the contract covers making copies that are to be made available to the public (eg, in the case of publishing or similar agreements), the author should receive author’s copies. The contract should specify the number of author’s copies.8 Obligations and Liabilities of Licensor POL101 A copyright licence agreement contains the licensor’s consent to the licensee using the copyright hold by the licensor. POL102 The specific obligations of a licensor differ, depending on the scope of the licence.

Rights of Licensor. As in any bilateral contract for consideration, the licensor, in agreement with the licensee, can determine all the clauses, limitations, and extensions which are judged to be appropriate. Limits 4 Law 1733/1987 Article 12 para 3 5 Marinos “Law on Trade Marks” 2007 6 Liakopoulos “Industrial Property” 2000 on the parties’ autonomy can be found only in the general principles of contract law7 and European Community (EC) Regulation Number 240/96 if a know-how agreement is included or attached to the contract.8 In general, the licensor has the right to compensation for the granting, in exclusive or non- exclusive use, of the patent to the licensee. The licensor is also entitled to protect the patent, directly or indirectly, against any and all infringements and to ensure that the licensee executes all the terms of the agreement, such as not invading another licensee’s (or licensor’s) exclusive territory, either by manufacturing or by marketing products outside the designated area. The licensor is protected by virtue of the Law 146/1914. EC Regulation Number 240/96 provides a more specific list of allowed rights that the licensor can reserve or impose on the licensee. A licensor has the right to require that a licensee observe some minimum quality specifications and/or that all the product’s requirements be supplied by the licensor as long as the products are necessary for the proper exploitation of the patented technology.

Rights of Licensor. In the absence of any provisions to the contrary in the licence agreement, the licensor may allow a third person to perform any of the acts referred to in Article 26 and may perform them himself. If the licence agreement provides that the licence is exclusive the licensor may neither allow any third party to perform, nor perform himself the acts referred to in Article 26.

Rights of Licensor. The licensor can impose in the agreement all the terms and conditions allowed by party autonomy, (ie, when the contract’s consideration is not against public order, mandatory laws, or morality). The licensor, however, in his quality as author of the work, enjoys some rights and obligations which are expressly provided by the Civil Code.22

Rights of Licensor. Upon learning of any such potential infringement under Section 6(a), Licensor may, but shall not be obligated to, take whatever action it deems necessary or desirable to protect or enforce its and Licensee's rights to the Licensed IP, including the filing and prosecution of litigation, opposition or cancellation proceedings, the institution of federal or state proceedings and the right to settle, subject to Licensee's approval, which shall not unreasonably be withheld. In the event that Licensor takes such action, Licensee shall provide, at Licensor's expense, reasonable cooperation to Licensor in the execution of any documents or other similar assistance required for Licensor to take such steps, including joining Licensor as a party in any litigation where reasonably necessary for the conduct thereof. Licensor agrees to notify Licensee in writing of Licensor's decision and course of action as soon as reasonably possible following the receipt of any notice from the Licensee under Section 6(a) above.

Rights of Licensor. POL47 The licensor, originally being the patent right holder, has the sole right to grant licences to other parties and to dispose of the entirety of the patent rights at his discretion. POL48 The licensor is free to make a decision concerning conclusion of a contract, choice of contractor, and agreement content, unless mandatory provi- sions of law provide otherwise. POL49 A patent licence may be exclusive or non-exclusive. Unless exclusive exploitation of the invention in a specific manner is reserved in the licence con- tract, it is deemed that a licence in non-exclusive. A non-exclusive licence being granted to one party does not prevent other parties being granted a licence or the patent holder continuing to exploit the invention.5 POL50 In other words, unless the licence contract is an exclusive licence, the licensor is allowed to grant licences to other parties and to exploit the invention himself (non-exclusive licence).6 POL51 If a licence is granted for a fee, the licensor has the right to obtain the fee stipulated in the licence agreement (for example, in the form of royalties). The licensor may require that the licensee actually use the invention within the scope prescribed by the agreement.

Rights of Licensor. Licensor’s Rights with Respect to Contractual Obligations