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<blockquote data-quote="bmcdaniel" data-source="post: 8890183" data-attributes="member: 1772">There could be a distinction between &quot;revocation&quot; and &quot;termination&quot; of a license. For example, there is plenty of commentary among attorneys that are engaged in licensing that propose to differentiate between &quot;revocation&quot; and &quot;termination.&quot; In many cases, this is because in certain contexts is necessary to have different effects, and &quot;revocation&quot; and &quot;termination&quot; are convenient labels to use. For example, imagine an agreement that covered two subject matters: (a) Mr. X grants Mr. Y a license to use certain intellectual property; and (b) Mr. Y must pay a revenue-based royalty to Mr. X every year, and do other things to support the fee (for example, provide audited financial statements that show revenue). The requirement to pay the annual fee (and the other things) should stop if Mr. X engages in misconduct, but the license should continue. The agreement might express this as: &quot;This agreement shall terminate, and the parties shall have no further rights or obligations hereunder in the event of Mr. X's misconduct; provided that the license to Mr. Y shall be irrevocable and survive the termination of this agreement.&quot; This would be a fairly clear distinction between &quot;termination&quot; which applies generally and &quot;revocation&quot; which applies specifically to the license.&nbsp; However, merely because an agreement could draw a distinction between &quot;revocation&quot; and &quot;termination&quot; of a license, does not mean that an agreement does draw a distinction. As always, one has to interpret the actual agreement is there any evidence of intention, either in the agreement itself or (if the agreement is ambiguous) in parole evidence, that the parties intended to create the distinction.With respect to OGL 1.0(a), I submit there is essentially no evidence in the agreement itself that the parties intended to create a distinction between termination and revocation, especially because OGL 1.0(a) never uses the term &quot;revoke&quot; or &quot;revocable&quot; or &quot;irrevocable&quot; or anything similar. To posit otherwise is to suppose that the parties intended OGL 1.0(a) to include a license that is revocable at will, even though the parties never used the word revocable or suggested that the license that the license could cease except in the termination clause which states the conditions under which the license would cease.-------------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>

[QUOTE="bmcdaniel, post: 8890183, member: 1772"] There could be a distinction between "revocation" and "termination" of a license. For example, there is plenty of commentary among attorneys that are engaged in licensing that propose to differentiate between "revocation" and "termination." In many cases, this is because in certain contexts is necessary to have different effects, and "revocation" and "termination" are convenient labels to use. For example, imagine an agreement that covered two subject matters: (a) Mr. X grants Mr. Y a license to use certain intellectual property; and (b) Mr. Y must pay a revenue-based royalty to Mr. X every year, and do other things to support the fee (for example, provide audited financial statements that show revenue). The requirement to pay the annual fee (and the other things) should stop if Mr. X engages in misconduct, but the license should continue. The agreement might express this as: "This agreement shall terminate, and the parties shall have no further rights or obligations hereunder in the event of Mr. X's misconduct; provided that the license to Mr. Y shall be irrevocable and survive the termination of this agreement." This would be a fairly clear distinction between "termination" which applies generally and "revocation" which applies specifically to the license. However, merely because an agreement could draw a distinction between "revocation" and "termination" of a license, does not mean that an agreement does draw a distinction. As always, one has to interpret the actual agreement is there any evidence of intention, either in the agreement itself or (if the agreement is ambiguous) in parole evidence, that the parties intended to create the distinction. With respect to OGL 1.0(a), I submit there is essentially no evidence in the agreement itself that the parties intended to create a distinction between termination and revocation, especially because OGL 1.0(a) never uses the term "revoke" or "revocable" or "irrevocable" or anything similar. To posit otherwise is to suppose that the parties intended OGL 1.0(a) to include a license that is revocable at will, even though the parties never used the word revocable or suggested that the license that the license could cease except in the termination clause which states the conditions under which the license would cease. ------------- 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. [/QUOTE]

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