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Mason · 05-15-2002, 05:13 AM

Cerise, I looked over your draft and would like to point out a few things that are immediately noticable to me. I know Neranz said he wanted positive remarks, but the wrong things must be addressed, too.

The first thing that all contracts require is consideration. If both sides are not giving something up then there is no contract. Consideration doesn't mean money, just means that something is being traded for something. Otherwise, you just have a promise, and a promise is not legally binding. If I promise to give you a million dollars and you accept, you can't sue me for it later cause there was no contract.

Which leads to amendment #2. The owner can not impose any conditions upon the author because it is the author who is licensing the work to the owner. This can be seen as a take it or leave it offer. Which means then, that you can really draft a license more favorable to the builder.

Also, I noticed you say the license goes to the mud, not the owner, but then you say that the owner has to do certain things. This is slightly confusing. Choose who it goes to and stick with it throughout your whole license. I would prefer that the license go to the owner, as he/she is an ascertainable person and not some vague entity known as the "mud."

I also think you try to cover too many scenarios in your agreement. The language need not be so complex. You are not handling a merger between two fortune 500 companies, its just a basic license agreement.

Your clause #6 is very confusing. You have an editorial and a revision and a derivative and a modified version. I honestly don't know what #6 says. But what it does seem to say is that the author does not retain rights to his work if it has been modified. THIS IS ENTIRELY FALSE. A modified work or derivative is not an original work and does not therefore grant any authorship rights to the modifier. A correct formulation should be something like "the owner retains the right to modify said work in accordance with the license. All modifications, revisions, derivatives, etc are governed by copyright law and thus bound to this agreement. Modifications of the original work DO NOT remove any rights from the author."

Your license should aim to be short and concise. You also need to be a little more consistent with your owner/mud issues. If I can help any more, let me know.

05-15-2002, 05:13 AM	#18
Mason Member Join Date: Apr 2002 Posts: 158	Cerise, I looked over your draft and would like to point out a few things that are immediately noticable to me. I know Neranz said he wanted positive remarks, but the wrong things must be addressed, too. The first thing that all contracts require is consideration. If both sides are not giving something up then there is no contract. Consideration doesn't mean money, just means that something is being traded for something. Otherwise, you just have a promise, and a promise is not legally binding. If I promise to give you a million dollars and you accept, you can't sue me for it later cause there was no contract. Which leads to amendment #2. The owner can not impose any conditions upon the author because it is the author who is licensing the work to the owner. This can be seen as a take it or leave it offer. Which means then, that you can really draft a license more favorable to the builder. Also, I noticed you say the license goes to the mud, not the owner, but then you say that the owner has to do certain things. This is slightly confusing. Choose who it goes to and stick with it throughout your whole license. I would prefer that the license go to the owner, as he/she is an ascertainable person and not some vague entity known as the "mud." I also think you try to cover too many scenarios in your agreement. The language need not be so complex. You are not handling a merger between two fortune 500 companies, its just a basic license agreement. Your clause #6 is very confusing. You have an editorial and a revision and a derivative and a modified version. I honestly don't know what #6 says. But what it does seem to say is that the author does not retain rights to his work if it has been modified. THIS IS ENTIRELY FALSE. A modified work or derivative is not an original work and does not therefore grant any authorship rights to the modifier. A correct formulation should be something like "the owner retains the right to modify said work in accordance with the license. All modifications, revisions, derivatives, etc are governed by copyright law and thus bound to this agreement. Modifications of the original work DO NOT remove any rights from the author." Your license should aim to be short and concise. You also need to be a little more consistent with your owner/mud issues. If I can help any more, let me know.