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Message: <blockquote data-quote="bmcdaniel" data-source="post: 8890059" data-attributes="member: 1772">Regarding the need for licenses to state that they are irrevocable:The meaning of an agreement is the intention of the parties to the agreement, either as expressed in the agreement itself (the usual method) or through parole evidence of intention when there is ambiguity in the agreement. Very rarely does the meaning of an agreement depend on its use of magic words such as "irrevocable" in the text of the agreement itself. The conveyance of real property and the creation of a power of attorney do require magic words (although even in these cases, technically the absence of the magic words does not affect the interpretation of the agreement). The use of magic words can aid the interpretation of an agreement, especially to the extent that the magic words represent jargon (in the dictionary sense of technical language used by a distinct community), but is not itself dispositive.Similarly, how one court interpreted one agreement can be helpful to a court trying to interpret a different agreement, but it not dispositive.I've now looked at all cited caselaw in this thread and elsewhere, read the relevant sections of two leading treatises dealing with licensing agreements (Goldstein on Copyrights and Epstein on Intellectual Property) and consulted with a colleague whose field of practice is licensing. I am convinced that licensing agreements follow the ordinary principles of contractual interpretation, and it is not necessary to recite the word "irrevocable" in order to create a license that is not revocable at will.The OGL 1.0a itself is a good example of why the intention of the parties is dispositive, not the magic word "irrevocable." If you read OGL 1.0a, it is neither irrevocable nor revocable-at-will. Instead, Section 13 of OGL 1.0a states "This License will terminate automatically if You fail to comply with all terms herein and fail to cure such breach within 30 days of becoming aware of the breach." That is to say OGL 1.0a is revocable under specific conditions specified in OGL 1.0a.It is difficult for me to understand how someone could posit that in order for OGL 1.0a to be revocable-under-specific-conditions, OGL 1.0a must recite that it is "irrevocable," when Section 13 clearly shows that OGL 1.0a was not intended to be irrevocable.-------------In matters of law, there are complexities, nuance and exceptions to everything, including things said above. Don't expect a complete discussion in a forum post. Moreover, even if there are no complexities, nuance and exceptions that apply to your situation, there may be consequences that apply to you that you should consider. The fact that I don't know what complexities, nuance, exceptions and consequences apply to your specific situation is one reason (among many) that the things said above are not legal advice. So, I'll say what you hear so many lawyers say. The above is not legal advice. I am not your lawyer. You can rely on my legal advice only when we have discussed your specific situation after entering into an engagement letter with me or my law firm, and have agreed to pay me or my law firm for the provision of legal advice.</blockquote>

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