Software licence

A software licence is the contract by which the holder of the rights in a program authorises a user to exploit it within defined limits, without transferring ownership. It covers the rights reserved to the author by Article L. 122-6 of the Intellectual Property Code: reproduction, adaptation, placing on the market. The software licence is the legal instrument of any commercial exploitation of a program, whether installed at the user’s premises or provided remotely.

The scope of the software licence

First, the licence specifies the rights granted and their scope: number of users, workstations, servers or processors, sites, territory, duration, internal use or right to sub-license. Next, it defines what remains prohibited: decompilation beyond the statutory exceptions, modification, use for the benefit of third parties, transfer. Finally, it settles ancillary matters: maintenance, updates, conformity warranty, liability, exit and compliance audit. Under French law, assignments of copyright are construed strictly: what is not expressly granted remains reserved. The texts can be consulted on Légifrance.

Exceeding the licence and infringement

Using software beyond the limits of the licence, for instance with more users than authorised or through a modification that is not permitted, infringes the author’s rights. The Court of Justice of the European Union has held that the breach of a clause of a software licence agreement relating to an intellectual property right falls within the Enforcement Directive, which allows the rightholder to use the measures of the Infrigement, including the saisie-contrefaçon. Licence audits conducted by software publishers rely on this basis to claim regularisations.

Key points

In practice, a software licence must be drafted precisely, both for the publisher, who protects its business model, and for the user, who secures its use and anticipates audits. It interacts with the Computer maintenance contract, le SaaS agreement and, for free components, with open source licences. The firm drafts and negotiates these contracts and acts in disputes over licence overuse, as presented on the page contracts.