Web Site Content License Agreements

In creating a Web site, you will likely want to include lots of information or advice on the site. While you can create all of this information on your own (or hire writers to do it for you), sometimes the most efficient way is to find information, articles, or other advice already written somewhere else, and acquire the right to post them on your site. Check out Can You Put Content from Other Web Sites on Your Site?

The agreement that can accomplish this is a Web Site Content License Agreement. Basically, this agreement gives you (the Licensee) the right to use (a License) content owned by a third party (the Licensor) for placement on your site.

Of course, most people who own valuable content aren't just going to hand it over to you for free, with your right to do whatever you choose with it. Here are the important provisions that the Web Licensing Agreement should address:

• Scope of the License. The Licensor will want to have a narrow scope as to what and how you can use his materials. You need to clearly spell out what it is that you are licensing and where you can use the materials. The Licensor will want his materials only posted on your Web site, and not elsewhere.
• Exclusive vs Non-Exclusive. In most instances, the Licensor will only grant a non-exclusive right to the content. In some circumstances, you may be able to limit to whom the Licensor licenses the content (e.g., no other license to your competitors for some period of time).
• Term of the License. The agreement must spell out for how long the license will be good. The best term from the licensee's perspective would be to get a perpetual (forever) license, but many times the Licensor will only agree to a set time period. If you are the Licensee, think about renewal rights.
• Payment. The agreement will have a payment clause, which will spell out how much is to be paid for the license, and by when.
• Representations and Warranties of Licensor. The Licensee will want some important statements from the Licensor, such as that the Licensor owns the licensed content, that it isn't libelous or in breach of someone else's rights, and that the Licensor has the right to grant the license.
• Indemnification. The Licensee will want the Licensor to indemnify it in the event the Licensor breaches its representations and warranties.
• Covenants of the Licensee. The Licensor will typically expect some promises from the Licensee, such as that the site will be operated in a professional legal manner, and that the licensed content placed on the site will have a proper acknowledgement that the content is the copyrighted work of Licensor.
• Termination. The agreement will also likely deal with termination issues, such as when the Licensor or Licensee has the right to terminate the agreement and the consequences of termination.

Click here to see a sample Web Site Content License Agreement.