No implied license: Overview, definition, and example
What is no implied license?
"No implied license" means that just because someone shares something, it doesn't mean they’re giving permission for others to use it. In legal terms, this clause makes it clear that no rights, such as intellectual property rights, are granted unless specifically stated in the contract. This ensures that the sharing of information, such as software or trademarks, doesn’t give others the right to use or copy it without explicit consent.
For example, if a business shares its software with a contractor for a specific project, the contractor isn’t automatically allowed to use that software for any other purpose or share it with others unless it’s stated in the agreement.
Why is no implied license important?
This clause is important because it helps protect intellectual property and other proprietary assets. Without a "no implied license" clause, others might assume they can use your property or ideas just because you shared them in some way. It gives businesses clear control over what can and can’t be done with their assets, preventing misuse or unintended sharing.
For businesses, it reduces the risk of someone claiming rights to something you own or that you didn’t intend to share for broader use.
Understanding no implied license through an example
Let’s say a software company shares its program with a partner for the purpose of integrating it into their own system. If the contract doesn’t include a "no implied license" clause, the partner could argue they have the right to use the software for other projects as well. However, with the clause in place, it’s clear that the partner can only use the software for the specific project outlined in the contract and not for any other purpose.
In another example, a company might allow a freelancer to view some of their design work to provide feedback. Without a "no implied license" clause, the freelancer could claim rights to the designs or use them in their own work. With the clause, it’s clear that viewing the designs doesn’t grant the freelancer any rights to use them outside of the specific feedback context.
An example of a no implied license clause
Here’s how a clause like this might appear in a contract:
“Nothing in this Agreement shall be construed as granting any Party an implied license to use, distribute, or reproduce any intellectual property of the other Party, except as explicitly stated herein.”
Conclusion
The "no implied license" clause ensures that sharing information doesn’t unintentionally grant rights to use it in other ways. It helps protect intellectual property and sets clear boundaries for how assets can be used. By including this clause, businesses can prevent others from assuming they have permission to use what was shared and avoid potential misuse.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.