CIT223 | Licensing of Intellectual Property by Technology Companies: Practice, Not Theory

The core business of software, artificial intelligence, internet, content, cybersecurity, fintech and other technology companies is to license intellectual property (such as software and content) from their suppliers and licensors, and to license their own intellectual property (including software, content, patents and trademarks) to customers, distributors and other partners.

The goal of this course is to help students gain an understanding of these core licensing agreements of start-up, as well as more mature, technology companies. All of the agreements we will review are actual agreements used by us in technology transactions.

The teaching method will largely be class participation, discussion and analysis of key provisions of software, patent, trademark and content licensing agreements, as well as software-as-a-service agreements, support agreements and service level agreements. We will also go over open source software licenses (such as the GPL, Apache and LGPL agreements), and Creative Commons licenses.

We will review the agreements from both the licensor and licensee positions, and think of the best arguments for each side.

In addition, we will select a few timely topics which technology lawyers must advise clients on, such as: what are the advantages and risks of embedding ChatGPT in a company’s  product; can a company’s business model be based on scraping data from other company; is it “fair use” under copyright law to use YouTube clips in advertising a company’s services? (These topics are the only ones which will have some case law and other readings beyond agreements.)

A background in intellectual property is helpful, but is not required. The course will explain some of the basic IP principles of copyright, trademark, patent and database protection law (and provide some background reading on these issues), but the focus will be not on the theoretical issues, but on the actual implementation of these doctrines in agreements that technology lawyers negotiate on a daily basis.