From: Paul Robinson <PAUL[_at_]TDR.COM>
Organization: Tansin A. Darcos & Company, Silver Spring, MD USA
[Edited for brevity
> > [what is] effect that a sale of IP rights [on] license previously
> > granted? ... assume Software Company (SC) licenses right to copy and
> > distribute SC's products. Can licensee continue to copy and distribute?
> > Is license a "lien" on the IP, [e.g.] rights in licensed products
> > takes title subject to the license?
>
> This issue, it seems to me, will very much depend both on the
> license in place and on the sale documents... cannot sell what she
> no longer owns... owner cannot any longer sell the whole property with
> clear title... purchaser generally requires warranties of right to
> sell, no prior obligations that conflict...Maybe the licensor /
> would-be seller can give notice of termination of the license and go
> from there.
Now I know why people hate lawyers. Either I'm misunderstanding the question or it's being blown all out of proportion.
The software company is selling right, title and ownership of a piece of property, to wit, a software program. There are two parts to this piece of property, the physical property itself (the program, documentation, masters, source code, film copies of the manuals for printing, etc) and the legal rights as a result of copyright or trade secret depending on how the product is sold.
If you consider it just another piece of property, you have whatever rights the seller has in it subject to whatever contract obligations and excluding non-assignables. If the owner of the product is responsible for warranties on the program, the new owner is now responsible. If someone is selling the program under license the new owner obtains right to the payments, and so on.
Have any of you gentlemen ever rented a house or apartment? I have, and I've had houses and apartments sold while I was living there. Usually all it means (to me) is that the next month's rent payment gets a new name on the check. The owner has title to the property and gets title to the income stream accruing therefrom. He does not have right of access to the apartments because he contracted that right away to the tenants during the term of their leases. Does anyone think a bank would feel that these contracts make the property any less valuable in loaning money for its purchase? If anything, these contracts may be the reason the property has value, because it has a steady income stream.
Let's say I rent a single family house, and the owner sells it. The new owner obtains a good title and becomes responsible for the terms of the contracts. If I have a lease, the new owner can't move in until the lease term ends unless I agree to terminate the lease, e.g. the new owner buys me off, and I agree to accept. I can't move out early just because someone new buys the place unless there is a condition permitting this in the contract or the new owner fails to live up to a material requirement. If I do not have a lease, the new owner can evict me, as long as he gives me the notice required by law, and in turn, I can move as long as I give him sufficient notice.
Why is something that I can understand as a common programmer - and that 20 million families in the U.S. understand is so hard for lawyers to understand. If I sell a piece of property - including intellectual property - I sell whatever I own of it, and the owner gets whatever rights I had subject to any contracts I have which limit my rights.
Now that I've done the obligatory lawyer bashing, someone here explain to me why the analogy of someone selling a home he owns that is rented by someone is not applicable to a software company selling a computer program that someone else has a distribution agreement over? The difference is that typically distribution agreements are not exclusive, that's about the only difference I can think of, e.g. you can't rent the same house to two different people. Well, you can, but I think you can understand what I mean. :)
--- Paul Robinson - Paul[_at_]TDR.COM Reports on Security Problems: To Subscribe write PROBLEMS-REQUEST[_at_]TDR.COM Voted "Largest Polluter of the (IETF) list" by Randy Bush <randy[_at_]psg.com> ----- The following Automatic Fortune Cookie was selected only for this message: Shakespeare was wrong: first kill the politicians, then...Received on Thu Nov 03 1994 - 15:48:57 GMT
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