Software licensing clause

[Shahkti]

Hoping someone here knows intellectual property law and software licensing!

What's your interpretation of an agreement worded as follows: "A hereby grants back to X a full, unlimited, perpetual, irrevocable royalty-free multi-site license for {software asset name}, including any and all future modifications or releases made by A." As you might guess, this was in the context of a transfer of full IPR ownership from X to A.

My question: does this wording allow X to transfer that license to another company? I know the best answer is to make sure by making non-transfer explicit, but unfortunately it has already happened.

The issue seems to be over "unlimited". Does that cover just the entity X, or do they have rights to do anything?

Thanks for any guidance.

 

[Astaroth]

The word irrevocable also is a bad word to have in there as you would have wanted the ability to revoke the license in circumstances of breach of contract or such.

As a none legal person - the wording says it is a "multi-site" license and does not stipulate that those sites must all be owned by X nor does it explicitly prohibit resale or transfer. Personally would guess transfer is acceptable but naturally would need to see other terms and always suggest seeing a solicitor for a proper opinion.

 

[moduslegal]

There should be clauses towards the end of the agreement under a heading of either 'Assignment' or 'General' governing whether or not the license can be assigned - it won't be covered in the license clause you have shown which will normally be at the beginning of the agreement.

If there is no clause dealing with assignment then I can't see any reason why X shouldn't be able to assign the agreement. I doubt that the word 'unlimited' is relevant as that is part of the clause licensing the software to X and has nothing to do with assignment.

 

[VeryMark]

I think I have to agree in general with the two previous posts, and one would really need to see the whole agreement to give a proper opinion.

 

[LawHound]

Contracts are, generally, constructed to flow and so each clause relies on others so you will get a very limited response on a sentence in isolation. Best to get it reviewed with something as important as this, send it over for some initial free advice and quote for amendments required.

 

[Shahkti]

Thanks all for the really useful advice. I went back over the agreement and I think the sensible option is to let it go, and assume it can be assigned. It wasn't the best contract ever signed and I console myself that it was a once-off rather than a systematic thing. Onwards!