License agreement and frequently asked questions

Published on August 01, 2012

License agreement and frequently asked questions

I'll start with a small digression. A software developer directly contacted me with a request to consult on some issues of protecting a solution, further distribution, etc. Suggestions on how to take on a team for training, consult, etc. come with enviable regularity, but usually, when I answer them, I delicately talk about a lack of time (which corresponds to the truth), but not this time ... An informal conversation ensued, as a result of which I asked my interlocutor a simple question that might have seemed:

(I) - U you have a ready-made solution. There is a potential customer. What are you going to do next? How do you sell your development? How should this be reflected on paper? What do you need to sign with a client who purchases your software?
(Interlocutor) - Eeee ... Nuuuu ... I don’t know ...
(Interlocutor) - ???
(Interlocutor) - And how?

Everyone who, when they started selling their software, will understand what the conversation is about. I still remember my own ordeals and attempts to knock out people who are selling their software at least something that will help to understand licensing agreements and granting the right to use the software.
What can I say about me, even if the legal departments sometimes sin by not knowing how to draw up a license agreement and some fundamental points. Below I will cover a couple of questions that buyers ask about this issue and the answers to them.

Question: How can you prove that you are an author and that this is your decision?
Answer: According to
ARTICLE 1228 of the Civil Code of the Russian Federation
Section VII. RIGHT TO RESULTS OF INTELLECTUAL ACTIVITIES AND MEANS OF INDIVIDUALIZATION
Chapter 69. GENERAL PROVISIONS
Article 1228. The author of the result of intellectual activity
...
3. The exclusive right to the result of intellectual activity created by creative labor initially arises from its author .
...
Article 1229. Exclusive right
1. A citizen or legal entity having the exclusive right to a result of intellectual activity or a means of individualization (right holder) is entitled to use such a result or such means at its discretion in any way that does not contradict the law. The rightholder may dispose of the exclusive right to the result of intellectual activity or to the means of individualization (Article 1233), unless otherwise provided by this Code.

There is such a thing as “Presumption of authorship” enshrined in article 1257 of the Civil Code of the Russian Federation: “A person indicated as the author on the original or a copy of the work shall be considered its author, unless otherwise proved . This means that in the event of any dispute, the author needs to submit any copy of the work on which he is indicated as the author in any usual way, for example, on the title page, in the table of contents or directly in the text of the work. In relation to software, this is the “About the program” item in the menu or when the program starts.

Question: Do you have paper confirming authorship?
Answer:In accordance with article 1262 of the Civil Code of the Russian Federation "State registration of computer programs and databases" "p1. The copyright holder, during the term of the exclusive right to a computer program or to a database, may, if he so wishes, register such a program or such a database with the federal executive body for intellectual property. ”
Those. copyright registration is not required.

Question: What documents do you provide when purchasing the program.
Answer: I want to say right away that we DO NOT SELL the program, we sell the RIGHTS TO USE the program. It is very important!
When selling, we provide: a license agreement (2 copies, one to us, one to you), an act of acceptance and transfer of non-exclusive rights (2 copies, one to us, one to you) and an invoice for payment.

Question: Why should a license agreement be concluded?
Answer: According to article 1235 of the Civil Code of the Russian Federation

I also want to mention a few good links on the topic:


PS: It’s worth saying the same way that my article does not pretend to be complete, only the most frequently asked questions of buyers are highlighted here.