Sublisensiering

Sublisensiering, or sublicensing, is a legal arrangement in which a licensee of intellectual property grants rights to a third party to use the licensed IP under the terms of the original license. The sublicense creates a contract between the licensee and the sublicensee, but it remains governed by the upstream license and by any conditions set by the IP owner.

Whether sublicensing is allowed depends on the terms of the original license. Many licenses require the licensor’s consent for sublicensing, limit sublicensing to particular entities (such as affiliates or contractors), or prohibit it altogether. In other cases, sublicensing may be expressly permitted without additional authorization, possibly with conditions to protect the licensor’s interests.

A sublicense typically specifies scope, including the field of use, territory, and duration, as well as payment terms, quality controls, and compliance with the upstream license. The sublicensee’s rights are derivative; they do not confer ownership of the IP, and the licensee remains responsible to the licensor for ensuring that sublicensees observe the original license terms.

Differences from assignment are notable: a sublicense grants use rights to others under the original license, whereas an assignment transfers ownership or the core license itself. In practice, many licenses restrict sublicensing to avoid dilution of the licensor’s control.

Termination and renewal often follow the upstream license. If the original license terminates, the sublicense typically terminates as well, unless the license expressly provides otherwise. In open source and other advanced regimes, sublicensing interacts with distribution obligations and copyleft requirements, shaping downstream rights and duties.