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Message: <blockquote data-quote="bmcdaniel" data-source="post: 8890122" data-attributes="member: 1772">Regarding the status of sub-licenses:1. The discussion of sub-licenses largely seems to treat contractual relationships as if they were property rights (enforceable against the world) and not as private orderings between the parties (enforceable against each other).To illustrate: Suppose A has an entitlement (copyright, real property, corporate stock, whatever) that C wants to use. If C uses the entitlement without A's permission, A has a successful legal claim against C. Suppose A and B agree that B can use A's entitlement, and that B can "sub-license" this right, i.e. grant others the right to use A's entitlement. B and C then agree that C can use A's entitlement. A-> B -> C. Now, when A brings a legal claim against C, C can successfully defend because C has permission to use A's entitlement. But suppose that A makes it practically difficult for C to use A's entitlement (for example, by fencing off the real property). Does C have a contractual claim against A? No, because there is no contract between A and C. However, C may have a contractual claim against B (depending on the B -> C agreement).Now suppose A and B agree to terminate the A -> B agreement. Now B no longer has permission from A. If C is using A's entitlement, C has no defense against a legal claim made by A. However again, C may have a contractual claim against B.2. The illustration above is academic in respect of OGL 1.0(a) because it assumes certain features of the agreements that are generally true but not true of the OGL 1.0(a). Section 13 of OGL 1.0(a) states "All sublicenses shall survive the termination of this License." Although my view is that this language is inartful drafting, the best interpretation is that the termination of a license does not affect the ability of the sublicensee to raise a defense or make claims against the original licensor. To use the schema in the illustration, even if A and B terminate their agreement, C can still successfully claim against A or defend against a claim by A.As always, the interpretation of an agreement is based on the intention of the parties. And the most important way to discern intention is the text of a (written) agreement itself. General features of contract law and caselaw interpreting other agreements can be helpful in discerning intention, but are not dispositive. Any analysis of sublicensing under OGL 1.0(a) that does not address the text of OGL 1.0(a) is inherently suspect. In particular, it is possible to have different views about the meaning of the language in Section 13 that addresses sublicensing in the event of termination; however, ignoring the language in Section 13 is not a good method to understand the position of sublicensees.   -------------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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