Concepts and essential conditions of the license agreement + template of the license agreement for the work (materials for online courses, one-time payment, transfer of rights at the time of signing the agreement)

As you know, the disposal of intellectual property rights is carried out, including, on the basis of a license agreement ( Article 1107 of the Civil Code of Ukraine ).

Consider the License Agreement for the use of the work , the template of which can be drawn up on the InstaDoc website. According to the specified contract, it is conveyed that the licensor is the author of the works (articles, audio-visual works and accompanying materials), which the author provides to the online school for a fee. It should be noted that in this case the author can only be a natural person who is not a sole trader.

The agreement on the disposal of property rights of intellectual property shall be concluded in writing. In case of non-compliance with the written form of the agreement regarding the disposal of property rights of intellectual property, such an agreement is null and void . The law may establish cases in which an agreement regarding the disposition of property rights of intellectual property may be concluded orally ( Part 2 of Article 1107 of the Civil Code of Ukraine ).

Under the license agreement, one party (the licensor) grants the other party (the licensee) permission to use the object of intellectual property rights (the license) on the terms determined by mutual agreement of the parties, taking into account the requirements of this Code and other laws. ( Article 1109 of the Civil Code of Ukraine ).

The essential terms of the license agreement are defined in Part 3 of Art. 1109 of the Civil Code of Ukraine , the license agreement defines the type of license, scope of use of the object of intellectual property rights (specific rights granted under the agreement, methods of use of the specified object, territory and term for which the rights are granted, etc.), size, procedure and payment terms for the use of the object of intellectual property rights, as well as other conditions that the parties consider appropriate to include in the contract.

Also, the maximum circulation of the work will be considered an essential condition of the contract . Yes, according to Part 8 of Art. 1109 of the Civil Code of Ukraine , if in the license contract for the publication or other reproduction of the work the remuneration is determined in the form of a fixed monetary amount, then the maximum circulation of the work must be established in the contract .\

At the same time , rights to use the object of intellectual property rights and methods of its use, which are not defined in the license agreement, are considered not granted to the licensee. In the absence of a condition in the license agreement about the territory to which the granted rights to use the object of intellectual property rights extend, the validity of the license extends to the territory of Ukraine ( Part 6, 7 of Article 1109 of the Civil Code of Ukraine ).

In the cases stipulated by the license agreement, a sublicense agreement may be concluded under which the licensee grants another person (sublicensee) a sublicense for the use of the object of intellectual property rights. In this case, the responsibility before the licensor for the actions of the sublicensee is borne by the licensee, unless otherwise established by the license agreement ( Part 2 of Article 1109 of the Civil Code of Ukraine ).

According to Part 4 of Art. 1109 of the Civil Code of Ukraine , it is considered that a non-exclusive license is granted under the license agreement, unless otherwise established by the license agreement.

The subject of the license agreement cannot be the right to use the object of intellectual property rights, which were not valid at the time of the conclusion of the agreement ( clause 5 of part 1109 of the Civil Code of Ukraine ).

In accordance with Part 9 of Art. 1109 of the Civil Code of Ukraine , the terms of the license agreement, which contradict the provisions of the Civil Code, are null and void .

The term of the license agreement is defined in Article 1110 of the Civil Code of Ukraine , according to which the license agreement is concluded for the term established by the agreement, which must expire no later than the expiration of the term of validity of the exclusive property right to the object of intellectual property right defined in the agreement. The licensor may refuse the license agreement in the event of a violation by the licensee of the period of commencement of use of the object of intellectual property right established by the agreement. The licensor or the licensee may withdraw from the license agreement in case of violation by the other party of other terms of the agreement. In the absence of a term of the contract in the license agreement, it is considered concluded for the period remaining before the expiration of the term of validity of the exclusive property right to the object of intellectual property right defined in the agreement, but for no more than five years. If none of the parties notifies the other party in writing six months before the expiration of the five-year period, the contract is considered to be extended for an indefinite period. In this case, each of the parties may at any time withdraw from the contract by notifying the other party in writing six months before the termination of the contract, unless a longer notice period is established by agreement of the parties.

Authorized agencies or creative unions can approve standard license agreements . The license agreement may contain terms that are not provided for in the standard license agreement. The terms of the license agreement concluded with the creator of the object of intellectual property rights, which worsen his situation compared to the situation provided for by law or a standard contract, are null and void and replaced by the conditions established by a standard contract or law ( Article 1111 of the Civil Code of Ukraine ).

As for state registration , in accordance with Article 1114 of the Civil Code of Ukraine , a license for the use of an object of intellectual property rights and contracts specified in Articles 1109 , 1112 and 1113 of this Code are not subject to mandatory state registration . Their state registration is carried out at the request of the licensor or licensee in the manner established by law. The absence of state registration does not affect the validity of the rights granted under a license or other contract, and other rights to the corresponding object of intellectual property rights, in particular, the licensee's right to apply to court for the protection of his right.

You can create a license agreement for a work in the Instaco designer by following the link . To create, you only need to enter the necessary data in the designer.

Also, you can make a reservation about email addresses in the license agreement. You can read the article about such a warning at the link . You can download disclaimers for any contract in Ukrainian, Russian and English by following the link .