sublicensor

A sublicensor is a party that grants sublicenses to third parties under a license agreement that authorizes sublicensing. The term typically applies in copyright, patent, trademark, and software licensing. The sublicensor is usually the licensee who has received authority from the original licensor to grant further rights, acting as an intermediary to extend the licensed rights to others within the limits set by the master license.

Because sublicensing involves extending rights originally granted by the licensor, the sublicense is generally created under a separate agreement between the sublicensor and the sublicensee, and remains subject to the terms of the master license. The sublicensor remains responsible to the licensor for compliance by the sublicensees and may be liable for breaches caused by sublicensees. The licensor often retains rights to approve, monitor, or terminate sublicenses, and may reserve remedies if the master license is violated.

Key considerations in sublicensing include:

- Scope and term: sublicenses must operate within the licensed field of use, territory, and duration, as permitted by the master license.

- Quality and enforcement: the sublicensor may be required to enforce IP rights, maintain quality controls, and address infringement by sublicensees.

- Payments: fees or royalties typically flow through the sublicensor to the licensor, according to the agreement.

- Termination and effects: termination of the master license often terminates sublicenses, unless the contract provides otherwise.

Sublicensing enables distribution, franchising, or multi-layer licensing while preserving the licensor’s control over the underlying rights. Examples occur in software ecosystems, publishing, and technology licensing, where a primary licensee may grant sublicenses to regional distributors, developers, or service providers.