The ABCs of Licensing

What is a "license"?

A license is an agreement to allow someone else to do something with your property. While real estate lawyers might discuss a license in the context of your right to enter a stadium and watch a football game without owning a portion of the stadium itself, media people similarly discuss licenses.

In media and entertainment, when we talk about "property" we mean intellectual property ("IP") such as a trademark (a name you assign to a product or service for sale) or a copyright ("expressions" like a novel or song in a "fixed medium" like paper or a recording).

So, for example, we may want publishers to publish our book of poetry but we don't want them to own the core work itself. Or we may want to hire a company to print tee-shirts with our company logo and then pay us a royalty but we do not want to transfer the trademark or any other rights (for example, the right to use the logo on coffee mugs, video games, other services) to them. Licensing means we are allowing them usage, but not the copyright or trademark itself.

This is not to say that publishers do not require an author to give away many aspects of usage (lawyers refer to each aspect as a "stick" in the "bundle of rights") in what amounts to many exclusive provisions. Publishers, labels, merchandizers and others want "exclusivity." Exclusive arrangements lower a business person's risk and allow an incentive for broad distribution of the licensed rights. If you knew someone else would have the same rights to publish a book as you did, would you work as hard to publish and distribute it, assuming there was not a shortage? (Think about non-exclusive arrangements to print White Sox Championship clothing two days after they win the World Series versus six-months later?)

People securing a license to do something may paint their contracts with broad strokes, attempting to encompass all related rights too. This protects their investment because they, in some cases, are adding value to the brand or property and want to reap related benefits. Think about a book publisher that may secure video game exploitation rights to boot. They sense that without them, no video game publisher would be aware of the property (the book and its story) and since they are adding value, they want the ability to a certain percentage on such exploited rights.

One last concept that seems worth mentioning is "territory." If a publisher buys "rights throughout the world," they then have the ability to sell their rights of the book into other editions and languages. Sometimes only the "domestic" (US) rights are sold and the author may (through his agent) sell rights directly without including the publisher in the commission. This concept applies on a smaller scale to many other areas of licensing. So, for example, you can allow that Alemeda County, California be an exclusive territory for a manufacturer/distributor of gifts using your IP (such as your logo or cartoon character). If that logo is the Oakland A's logo, that may be enough to entice the parties to strike a deal. If that logo is something less relevant or less known, then they might want the ability to license the product throughout California.


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At Preskill Law, our media and entertainment licensing practice includes everything from the basic book or film deal to video games, bulk music licensing agreement, tour performance agreements, electronic media agreements and miscellaneous entertainment agreements. Robert Preskill has over six years of experience in reviewing various publishing agreements and film contracts including contracts he negotiated for a literary management company.

Merchandizing (a form of licensing) comes into play with virtually every major entertainment and franchising opportunity. By registering intellectual property related to name and likeness, one can license out a catalog of rights or a fixed recognizable trademark. We assist companies who are marketing merchandize on a broad basis.

Our goal is to work with professionals who need trustworthy and prompt assistance in reviewing, negotiating and, if needed, drafting of agreements that will affect their outcome.

For more information, please contact Robert Preskill directly at 415-377-3919.

preskilllaw@hotmail.com