Data Licence Agreement
(Pro-Licensor) (England and Wales)

Summary

This template is a pro-licensor version of a general data licence under which the licensor as owner in certain copyright and database rights in the licensed data grants a licence to the licensee on agreed terms. As drafted, the licensed data includes both personal and non-personal data. This template includes practical guidance and drafting notes. This template has been drafted from the perspective of the licensor for compliance with the laws of England and Wales. For alternative drafting from the perspective of the licensee, see Template: Data Licence Agreement (Pro-Licensee) (England and Wales). Licensing of Data The provisions of the Copyright, Designs and Patents Act 1988 (CDPA 1988) apply in relation to dealing with database rights and databases as they do to copyright and copyright works, so that database rights may be transmissible by assignment, by testamentary disposition or by operation of law, as personal or moveable property. See Copyright and Rights in Databases Regulations 1997, SI 1997/3032, reg 23. See also Copyright, Designs and Patents Act 1988, s 90(1). The grant of a licence permits the licensee to do an otherwise unlawful act and it may be appropriate where: • The proprietor wishes to retain an interest in the rights but derive additional income from them and is content to maintain an ongoing relationship with a licensee • The rights have been assigned but the assignor wishes to continue to use them and so the assignee grants a licence back to the assignor CDPA 1988, s 92. A licence of database rights need not be in writing unless it is an exclusive licence, in which case it: • Must be in writing • Must be signed by or on behalf of the right owner • May be total or partial The key terms of a licence are: • Exclusivity: consider whether the licence will be exclusive, sole or non-exclusive • Licensed rights: consider what rights are to be granted to the licensee • Rights to sub-license: consider whether or not to permit sub-licensing and, if so, on what terms • Territory: consider the territory to which the licence relates and take care to comply with relevant competition laws • Modifications: consider what rights the licensor would require to any improvements or modifications made by the licensee to the data • Payment terms: consider on what terms payment will be made, i.e., whether fixed fee or based on royalties • Term and termination: consider the duration of the licence (i.e., fixed term or an open-ended rolling contract) and consider how and why the licence may be terminated • Infringements: consider what action (if any) the licensee may take against infringers. An exclusive licensee of database rights has the same (and concurrent) rights and remedies as those of the proprietor • Licensor warranties and maintenance: consider what warranties the licensee should obtain from the licensor. In particular, the licensor should warrant that use of the data will not infringe third party rights • Licensee warranties: consider the warranties the licensor should obtain from the licensee. In particular, the licensee should warrant to comply with its obligations under the agreement • Post-termination: consider what will happen upon termination of the licence, in particular actions that the parties should take with respect to the data Sharing Personal Data Refer to the drafting notes to the schedule for further guidance and details of the assumptions on which the template wording is based.