Copyright License Agreement Tips: Revocable Vs. Irrevocable


It can be exciting to license out a piece of software, a patent, or some other kind patentable work through a Florida copyright license agreement, but the language used inside such a document needs to be unambiguous. Unfortunately, one of the pitfalls associated with many licensing agreements is that the adjectives can easily be misunderstood.

In basic Florida licensing agreement, the terms revocable and irrevocable have the basic meanings you would anticipate. An irrevocable license cannot be terminated, although leaving this in such simple language still may generate questions about whether the license can’t be terminated out of convenience or whether it can’t be terminated at all. A revocable license, on the other hand, can be terminated by the licensor with or without cause at any time during the course of the agreement. If you don’t include language in your Florida copyright licensing agreement, the default rule tends to be that these agreements are silently revocable.

Both the terms “revocable” and “irrevocable” are interpreted in the general context of the license contract. How you structure the agreement can be significant for limiting future questions and concerns, but there are a few steps you can take at the outset to prevent conflicts. First, include one or the other of these terms in the contract. If you want the contract revocable at will, explicitly state this. Second, if you want the license to be irrevocable, it can be helpful to include a sentence in the agreement stating why both parties want this. Finally, be wary of including other stipulations in the contract like “on the condition of” because this can lead to further legal questions regarding contract interpretation.