The use of the expression “sole and exclusive license” in a contract with the two incompatible clauses is a sign of confusion on the part of the author. An exclusivity clause is an agreement between at least two parties in which one party purchases goods exclusively from another. This ensures that the seller is the only party to supply the other with the goods described in the contract. A breach of an exclusivity clause may result in termination of the contract, so the signatory is responsible for any goods or services purchased. However, this scenario is probably the best, as the contract issuer may take more extreme legal measures. In some cases, infringements of exclusivity agreements have been prevented from purchasing other goods or services from competitors. Writers can always do better than use the phrase “unique and exclusive” with its inherent redundancy. An exclusive license means that no person or company other than the named licensee may exploit the relevant intellectual property rights. It is important that the licensor is also excluded from the exploitation of intellectual property rights. If the licensor wishes to pursue an activity covered by intellectual property (e.g. a university licensor wishes to continue its research) or if the licensor has already granted intellectual property rights, the exclusive licence must explicitly state that it is subject exclusively to such spin-offs.
However, non-exclusive licenses may ultimately be more lucrative and beneficial to the licensor in the long run. Non-exclusive licences leave more flexibility in the number of licences granted, while the licensor may retain the rights to further develop and exploit its own intellectual property. Non-exclusive agreements tend to lend themselves well to intellectual property that can be happily used by many parties and/or does not require serious investment. An exclusive licensee of one or more of the exclusive rights shall be deemed to be the owner of those rights. As the owner, the exclusive licensee may take legal action for infringement of these rights. On the other hand, a non-exclusive licensee is not considered the owner of the copyright and therefore cannot bring an action for infringement of copyright in the work by others. B2World aims to simplify the business/legal needs of your business, whether national or international. Contact us gary@b2world.com to learn more about how B2World can help you. In Anglo-Saxon law, an exclusive or exclusive right is a de facto intangible prerogative (i.e. the power or, more broadly, the right) to perform an act or obtain an advantage and to grant or deny to others the right to perform the same act or to obtain the same advantage. A “privilege” is indeed an exclusive right. The term is limited to use for official state or sovereign (i.e.
constitutional) powers. Exclusive rights are a form of monopoly. If a business broker or investment banker represents one of the parties, the exclusivity clause would refer to the exclusive cooperation between the banker/broker and the seller. However, if the broker no longer represents the seller and the company is sold within a certain period of time, this may violate the terms of the exclusivity agreement. There are several differences between exclusive and non-exclusive licences that relate to the holder`s standing and written requirements. Since the laws of one country may interpret the terms “only” and “exclusive” differently from those of another country (especially if a contract is drafted in English but governed by the laws of a non-English speaking country), it is advisable not to rely solely on words, but to explain in more detail what rights are actually granted and which rights. where appropriate, will be maintained in this regard. Exclusive licenses, by their very nature, confer more rights than non-exclusive licenses and generally involve a number of contractual obligations relating to intellectual property, including registration/prosecution, defense and enforcement of intellectual property rights. In order to address the risk incurred by Licensor in waiving its right to commercialize intellectual property, exclusive licenses also generally require Licensee to comply with certain stages of development, commercialization stages and/or minimum revenue rates. Exclusive licences are attractive to most licensees because they essentially have a monopoly on intellectual property, and attractive to most licensors because they may charge a premium fee for the granting of such licences, as they generally waive the right to market them themselves. Exclusive licenses need to be written, but non-exclusive licenses don`t need to be written. *This article is not legal advice and is intended for general information purposes only.
An exclusivity clause is part of a larger legal document that prevents the signatory from buying, selling or advertising goods or services of any person or company other than the issuing company associated with the contract. In other words, the company or individual works exclusively with the issuer of the contract. Many business owners who are enthusiastic and eager to get into the business may overlook the clause. It can also be included as part of another legal document or contract. The exclusive rights of a copyright owner may be exclusively or non-exclusively. An exclusive copyright license is a license where ownership of one or more rights is transferred by the copyright holder. A non-exclusive copyright license exists when the owner retains ownership of the copyright and/or can license the same right to others. Occasionally, and especially when working with U.S.
companies, a license may be expressed as “unique and exclusive.” Since these two terms do not necessarily mean the same thing, it is best not to express a license in this way. If a party insists on expressing the license in this way, it would be preferable for the agreement to explicitly state what the clause covers. Exclusive rights may be determined by law or contractual obligation, but the extent of enforceability depends on the extent to which third parties are bound by the instrument conferring the exclusive right; Thus, in the case of contractual rights, only the persons who are parties to the contract are concerned by exclusivity. A license can also strike a balance between exclusive and non-exclusive. Such a license is sometimes referred to as a “co-exclusive” license and is a license in which the licensor grants a license to more than one licensee but agrees that it only grants licenses to a limited group of other licensees. The group of licensees can be identified by name, description (a licence is granted only to licensees who meet certain criteria) or simply by its number (a limited number of licences are granted by the licensor). You can use the terms exclusive license and single license in contracts, but you can`t rely on both terms to clearly convey the meaning you want – they are artistic terms. The likelihood of confusion is exacerbated by (1) the inconsistency among commentators as to the meaning of the single license and (2) the prevalence of the term “unique and exclusive”, which serves to obscure the notion of different meanings for single and exclusive (see below).
So what`s the difference between exclusive and exclusive rights? An example in recent legal history is a case between JPL Livery Services, Inc. and the Rhode Island Department of Administration. The State of Rhode Island has negotiated a contract with JPL Livery Services, Inc. to transport the bodies to the coroner`s office. When the coroner`s office tried to cut costs, it hired some of its staff to pick up the bodies. JPL Livery Services, Inc. filed a lawsuit against the coroner`s office, claiming the contract was exclusive. But without the clause, the state Supreme Court ruled against JPL Livery Services, Inc. Second, the agreement should describe the standards for products offered exclusively to one party. The buyer should not be forced to buy an inferior product simply because of an exclusivity clause. If they receive something that does not match the description in the “Standards” section of the contract, the seller should have the opportunity to solve the problem by replacing the product or refunding the money paid.