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Corporate Mergers and the Transferability of Software Licenses

Anti-assignment clauses are typically inserted into license agreements to preclude the introduction of an unwanted third party into the parties' relationship, giving the licensor more control over its valuable property and with whom it ultimately does business. In the context of software licenses, ordinarily a court will apply state law to contractual disputes, but federal law pre-empts state law concerning questions of copyright law or policy, which include the assignability of non-exclusive agreements.

24 minute read November 30, 2009 at 10:32 AM
By
Edward A. Pisacreta And Marc S. Reisler
Corporate Mergers and the Transferability of Software Licenses

Anti-assignment clauses are typically inserted into license agreements to preclude the introduction of an unwanted third party into the parties' relationship, giving the licensor more control over its valuable property and with whom it ultimately does business.

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The Copyright Royalty Board (CRB), which works under the umbrella of the Librarian of Congress, sets statutory-license royalty terms and rates. The U.S. Courts of Appeals for the D.C. Circuit recently issued two notable decisions about the CRB.

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