Content License and Linking Agreements
By Catherine Sansum Kirkman
Online and Internet service providers are defining new ways to deliver content to end users, whether by way of broadband Web-site displays, or using push or broadcast technology. These service providers need to license content for delivery over their branded networks, and they also need the right to aggregate content for display on their sites. As a result content has, in many ways, become king on the Internet, and content-license agreements are an important part of doing business as an online service or ISP.
This column discusses the key provisions of a content-license agreement in which an online service or ISP licenses the right to distribute a third party's content or Web site on its network. It also covers the related promotional and linking arrangements that are commonly seen in connection with these deals.
Licensing Terms
The ISP will generally want the right to use the licensed content around the world. An example of a nonexclusive content license clause that gives the ISP fairly broad rights follows:
Licensor hereby grants to ISP a nonexclusive, nontransferable, worldwide license: (i) to use, reuse, reproduce, modify, translate, create derivative works of, publicly perform, publicly display, market, publish, distribute, broadcast, and transmit the licensed content in connection with the ISP Network, as well as the right to combine and aggregate the licensed content with content provided by ISP and other content providers, as long as the licensed content remains a separate content offering on the ISP Network in all media whether now known or hereafter devised; and (ii) to use the licensed content and licensor's trademarks, service marks, trade names and logos in connection with the demonstration, marketing, promotion, and advertising of the ISP Network in all media whether now known or hereafter devised.
