| Types of Licenses and Assignments
What types of agreements document technology transfers and licenses?
There are a variety of agreements used to "paper" technology transfers. These agreements deal with such areas as: trademark licensing, patent licensing, copyright licensing, trade secret and know-how licensing, co-branding, shrink-wrap and clickwrap software licensing, linking, framing, software escrow, site licensing, internet content assignment, multimedia licensing, software consulting, software development and licensing, network licensing and maintenance, beta test licensing, web site development and hosting, distribution and marketing, merchandising, packaging, agent and broker, publishing, application service provider licensing, internet service provider licensing, invention and assignment licensing, rights of publicity licensing and endorsement, database licensing, model and property release, and third-party use. IPH2 can assist in choosing the appropriate document to "paper" the transfer or license of your technology. Email us at info@iph2.com.
What are shrink-wrap and clickwrap licenses and are they enforceable?
Shrink-wrap licenses are agreements contained within the packaging or interior materials of off-the-shelf software whereby the consumer "accepts" the terms and conditions of the license upon opening the software. The purpose of shrink-wrap licenses is to (i) avoid the first sale doctrine, (ii) prohibit reverse engineering and (iii) license only specified rights in the software and thereby control the consumer's use of the product. The enforceability of shrink-wrap licenses depends upon whether the terms of the license were available to the potential consumer prior to purchase of the product. Where the shrink-wrap license provides the purchaser an opportunity to review the contract terms prior to purchase (e.g., the terms are readily viewable on product packaging), or the item may be returned within a certain period of time if the purchaser rejects the terms of the license, several courts have found them enforceable.
Clickwrap licenses are agreements contained within online works or web sites whereby the consumer is required to read and agree to the terms of the license prior to accessing, purchasing or downloading the work in question. By giving the purchaser an opportunity to know the contract terms before paying for the online product, clickwrap licenses avoid the enforceability issues associated with shrink-wrap agreements. As such, clickwrap licenses are valuable tools in licensing online technology accessible via the World Wide Web.
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