sublicence

A sublicence is a license granted by a licensee of a licensed right to a third party, under the terms of the original license and with the licensor’s consent where required. It allows the sub-licensee to use the licensed rights subject to the conditions of the sublicense and the original agreement.

Sublicensing is not an assignment of ownership. It does not transfer title to the rights; it creates a new license in favor of the sub-licensee while the original licensor retains ultimate control. The scope of a sublicense is bounded by the original license’s terms, including field of use, territory, duration, and any restrictions, and it may require explicit written consent from the licensor.

Common contexts include software, publishing, music, and patents. In software, developers may sublicense to customers or affiliates; in publishing, a licensee may sublicense translations or distribution; in music or film, rights may be sublicensed to distributors or streaming platforms.

Terms and liabilities: the licensor typically retains the right to approve sublicenses and to terminate them if the original license is terminated or if the sublicense breaches terms. The sublicensee must comply with the constraints of the original license and with the sublicense itself, and the original licensee remains liable to the licensor for performance.

Practical considerations: draft a written sublicensing agreement that defines permitted uses, territories, duration, royalties, reporting, and quality control; ensure compatibility with the original license; obtain consent when required; and maintain records of all sublicense relationships.

Sublicensing can affect branding, liability, and enforcement, and parties should carefully align sub-licences with the overall licensing framework.