In creating a Web site, you may want to include lots of information or advice on the site. Although you can create all of this information on your own (or hire writers to do it for you), sometimes the most efficient way is to find information, articles, or other advice already written somewhere else and acquire the right to post them on your site. The agreement that can accomplish this is a "Web site content license agreement." Basically, this agreement gives you (the "licensee") the right to use (a "license") content owned by a third party (the "licensor") for placement on your site. Of course, most people who own valuable content aren't just going to hand it over for free and give you the right to do anything with it. So the Web site content license agreement lays out the scope of the license, the payment terms, the length of the license, and other key provisions. Here are some of the more important ones:
Scope of the license. The licensor generally wants the agreement to have a clear statement as to where and how you can use the materials. You need to clearly spell out what it is that you are licensing and the different places you plan to use the materials. The licensor wants the licensed materials posted only on your Web site and not elsewhere.
Exclusive versus nonexclusive. In most instances, the licensor grants only a nonexclusive right to the content. In some circumstances, you can limit who the licensor licenses the content to (for example, no other license to your competitors for some period of time).
Term of the license. The agreement must spell out how long the license will be good for. The best term from the licensee's perspective is to get a perpetual (forever) license, but many times the licensor agrees only to a set time period. If you are the licensee, think about renewal rights.
Payment. The agreement has a payment clause, which spells out how much the licensor pays for the license, and by when.
Representations and warranties of the licensor. The licensee may request some important statements from the licensor, such as that the licensor owns the licensed content, that it isn't libelous or in breach of someone else's rights, and that the licensor has the right to grant the license.
Indemnification. The licensee will ask the licensor to indemnify the licensee in the event the licensor breaches its representations and warranties.
Covenants of the licensee. The licensor typically expects some promises from the licensee, such as that the site will be operated in a professional legal manner and that the licensed content placed on the site will have proper acknowledgement that the content is the copyrighted work of the licensor.
Termination. The contract usually deals with termination issues, such as when the licensor of licensee has the right to terminate the agreement and the consequences of termination.
Sample Web Site content license agreements can be found at www.LegalAgreements.com.