PRACTICE  /  LICENSING

A license is not a sale. The difference lives in the details.

Every license answers the same question twice: what is being granted, and what is being kept. Most disputes are not about whether a license existed — they are about a boundary neither side examined closely when the relationship was friendly.

Scope is where that boundary lives. Exclusive or not, for which uses, in which places, for how long, and whether it can be passed on to someone else. Each of those is a lever, and each one is worth more or less depending on which side of the table you are sitting on.

The terms that matter most are the ones nobody wants to negotiate: what happens on termination, who controls enforcement against a third party, who bears the risk if the rights turn out to be narrower than promised, and what the licensee may do with what they built on top.

This work runs in both directions — securing rights you need, and granting rights without giving away more than you meant to. The analysis is similar either way; only the objective changes.

WHAT THIS USUALLY INVOLVES
Reviewing an agreement someone else drafted?

Terms drafted by the other side are drafted for the other side. What a grant actually gives away is rarely apparent from the clause that names it.

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