Licence agreements & rights clearance

Licensing at a glance

Definition: A licence permits the use of a protected work, a trade mark, a design or an invention under agreed conditions. It can cover, for example, certain types of use, countries or periods. Which rights are granted follows from statute and contract.
Date of review: We recommend defining the scope of rights, term, remuneration and possible use by other persons before starting. For rights of use under copyright law, the purpose of the contract can determine the scope (Section 31(5) Urheberrechtsgesetz, German Copyright Act). A payment alone does not clarify this scope.
Legal basis: Section 31 Urheberrechtsgesetz governs rights of use in works. Section 30 Markengesetz (German Trade Mark Act) applies to trade mark licences and Section 15 Patentgesetz (German Patent Act) to patent licences. In addition, there are the provisions of the respective IP right and of the Bürgerliches Gesetzbuch (German Civil Code).
Next step: We review who may grant rights and what you want to use. Send us the licence agreement, the work or IP right and information on countries, duration and planned onward transfer.
Costs: The first contact is free of charge. As soon as the scope of the review is clear, we tell you the cost range – before work begins.

Practice area · Licensing

Setting up licensing on a commercially sound basis

ITMR Rechtsanwälte drafts licence agreements and clears rights so that the exploitation, scaling and marketing of content, software, trade marks and designs actually hold up.

In a business context, licensing and rights clearance are not a formality. They are the basis for exploitation actually holding up. Anyone who wants to use content, software, trade marks, designs, images, music, productions or personality-related elements commercially must draft contracts so that they are legally secure and cover the real use.

This is exactly where the commercially expensive mistakes arise: descriptions of use that are too narrow, overlooked third-party rights, unclear sublicensing, incomplete releases, poorly documented chains of title or open source software that suddenly becomes a deal problem in product distribution. This affects film, advertising, content, platform models, software as a service (SaaS), international campaigns, catalogue exploitation and due diligence processes alike.

Responsible for content: Jean Paul P. Bohne, Fachanwalt für IT-Recht (certified specialist lawyer for IT law), Fachanwalt für Urheber- und Medienrecht (certified specialist lawyer for copyright and media law), AI Officer (DEKRA), reviewed on 23 October 2026 (German version)

Request a licensing mandate with ITMR See how ITMR works

Quick start: what is your matter about?

Contract

Draft or review a licence agreement

Regulate subject matter, scope of use, sublicensing, remuneration and exit.

To licence agreements

Content

Rights clearance for production and campaign

Review underlying material, music, footage, likenesses and advertising use together.

To rights clearance

Software

Software, SaaS & open source licences

Classify the distribution model, third-party components and open source obligations.

To software and open source

Deal

Rights review before investment or exit

Document chains of title, releases and third-party elements reliably.

To errors and risks

Your contact: Jean Paul P. Bohne, LL.M., MM

Partner, certified specialist lawyer for copyright and media law and for IT law (Fachanwalt für Urheber- und Medienrecht, Fachanwalt für IT-Recht).

Send licensing enquiry

What happens after your enquiry?

After your enquiry, we will get back to you within 24 hours on working days. The first contact is free of charge. Before any costs arise, we will expressly raise this with you.

A short description is enough. Describe the asset, planned use, channels, territories and timetable. Helpful are existing licence, agency or production contracts, releases and, for software, a list of third-party components.
Receipt and initial sorting. We assess the enquiry on the basis of the project described, the documents and the apparent goal. Deadlines and dates should be clearly recognisable.
Suitable starting point and cost range. We clarify whether an initial consultation, a service package or a specific mandate is the next step. As soon as the scope of the review is clear, we tell you the cost range – before work begins.

In brief

A sound licence agreement translates the business model into a legally viable structure. Decisive are subject matter, scope of use, onward transfer rights, remuneration and a documented chain of title.

Practice

Typical cases from our licensing practice

Typical mandate situations are a launch shortly before the start of a campaign, buy-out contracts of unclear scope, rights clearance before production or publication, use of trade marks by third parties and software and interface licences. Added to this are reviews of legacy holdings, releases for image, voice and name, royalty disputes or a structured rights review before investment, acquisition or exit.

Campaign

Buy-out of unclear scope

Starting point: Campaign material is to be used in further territories and on new channels.
Key difficulty: The buy-out contract does not properly describe the types of use, adaptations and advertising formats.
Our work: We review the original licence and the chain of title and close gaps through additional licensing.
Work result: A documented authorisation of use for the planned roll-out.

Simplified example.

Deal

Rights review before a company acquisition

Starting point: Before an acquisition, an investor reviews a company's content catalogue.
Key difficulty: Rights and releases exist but cannot be assigned in a version-safe manner.
Our work: We structure chains of title, releases and third-party elements.
Work result: A traceable rights position for valuation and negotiation.

Simplified example.

Typical constellation from practice

Open source in product distribution

Typically, it starts like this:: A software provider distributes a product with libraries and third-party modules to enterprise customers.
The hurdle:: Licence texts, notices and source code obligations are not consistently documented.
How we proceed:: We classify third-party components and transfer open source obligations into customer and supply contracts.
What you have in hand:: Reliable documentation for distribution and due diligence.

Simplified, typical example without reference to a specific mandate.

What you will have at the end

Licensing services
Service	Concrete result	Next step
Drafting a licence agreement	A contract with a clear subject matter, scope of use, sublicensing, remuneration and exit	Describe the asset and planned use
Rights clearance for production and campaign	A coordinated chain of title for underlying material, music, footage, likenesses and advertising use	Send contracts and releases
Software and open source licences	Organised third-party components and contractually reflected obligations	Submit component list
Rights review before a deal	A documented rights position for due diligence	Send catalogue or asset list

Assessment

What licensing and rights clearance are really about

Licensing decides more than whether a use is permitted. It decides whether a business model can be operated reliably, a product sold, a campaign rolled out internationally, a catalogue exploited or an asset cleanly brought into deals and company valuations.

Exploitation rather than mere release

What is commercially relevant is the specific scope of use: channels, territories, terms, formats, adaptations, platforms, advertising, archiving and follow-on exploitation. The abstract permission alone is not enough.

Chain of title rather than gut feeling

A chain of title is only reliable if it is traceably documented from whom which rights originate, how they were granted and where their limits lie. Especially in the copyright environment, rights of use are regularly granted. Authorship itself must be distinguished from this.

Contract and operations must fit together

A good contract is of little help if agencies, marketing, product, procurement, production or in-house teams work with actual channels of use other than those provided for in the contract.

Deals need documented cleanliness

At the latest in financing, a company acquisition, a platform deal or an audit, it becomes visible whether rights, releases, sources and third-party elements have been maintained in a structured way or only exist informally.

Related practice areas at ITMR

Depending on the mandate, copyright law, IT law, media law, trade mark law, design law, film law, music law, image and photo law, advertising law, social media law, data law, data protection law and compliance particularly often interlock.

Rights

Which rights regularly converge

Professional mandates are rarely about a single IP right. Copyright, trade mark, design, contract and personality rights questions often run in parallel. Anyone who reviews only one building block often overlooks the commercially decisive rest.

Works and related rights

Texts, photos, graphics, music, film, voice-over performances, performers' performances, production contributions and software require a precise grant of rights. Such constellations often mainly concern copyright law, film law and music law.

Trade marks, designs and signs

In co-branding, merchandising, labelling, white-label, franchise, distribution cooperations or platform presences, trade mark use, quality requirements, releases and control rights must be clearly regulated. Related here are trade mark law, design law and, depending on the domain strategy, also domain law.

Image, voice, name and persona

Especially in advertising, moving images, campaigns, social media and PR, blanket releases are often not enough. The publication environment, later re-use, adaptations and references to celebrities are often the actual core of the conflict. This is often where the interfaces with image and photo law, press law, advertising law and social media law lie.

Software, third-party code and product logic

For software products, platforms, interfaces, white-label structures and SaaS models, in-house development, customer rights, third-party components, supply chain and compliance must be reviewed separately. This is regularly followed by IT contract / software contract, open source law, open source compliance and IT law.

Important practical note

Anyone dealing with personal data, employee references, tracking, platform accounts or profiling needs more than licensing logic. In that case, the legal basis under data protection law must also hold up. At ITMR, data protection law, data law and compliance are regularly the right follow-up pages for this.

Contracts

Licence agreements that hold up commercially

A sound licence agreement describes more than permission to use something. It translates the business model into a legally viable structure. This is precisely what later decides whether exploitation, defence, onward transfer and remuneration actually work.

Subject matter and origin

What is actually being granted: a work, recording, footage, trade mark, design, source code, database, campaign motif or a bundle of different rights? Without a cleanly described subject matter, the entire agreement remains open to interpretation.

Scope of use

Decisive are media, channels, formats, territories, terms, advertising use, adaptations, archiving, teasers, snippets, internal use and follow-on exploitation.

Non-exclusive or exclusive

Whether a non-exclusive right of use (einfaches Nutzungsrecht) or an exclusive right of use (ausschließliches Nutzungsrecht) is granted fundamentally changes the commercial position. Equally important are reservations of own use, non-compete clauses and the question of whether group companies, agencies, distribution or platform partners are included.

Sublicensing and onward transfer

Especially in agency, platform, franchise and group structures, projects often fail because onward transfer rights were tacitly assumed but not effectively agreed.

Remuneration, reporting and control

Lump sum, tiers, minimum royalty, revenue share, additional licensing, reporting and control rights must fit together commercially. Otherwise, an initially good deal later turns into a dispute over scope and cash flow.

Warranty, indemnification and exit

Who is liable for missing rights, incomplete releases or hidden third-party elements? What happens at the end of the contract, on de-listing, with remaining stock, archive use, return, deletion or evidence towards investors and contractual partners?

Official starting points

Section 31 of the Gesetz über Urheberrecht und verwandte Schutzrechte (Urheberrechtsgesetz – UrhG, German Copyright Act) (opens in a new tab) is the central starting point for the grant of non-exclusive and exclusive rights of use.
Section 31a UrhG (opens in a new tab) is relevant if contracts are also to cover unknown types of use.
Section 35 UrhG (opens in a new tab) is important for further rights of use and thus for sublicensing questions.
Section 30 of the Gesetz über den Schutz von Marken und sonstigen Kennzeichen (Markengesetz – MarkenG, German Trade Mark Act) (opens in a new tab) is the central statutory starting point for trade mark licences.
Directive 2009/24/EC on the legal protection of computer programs (opens in a new tab) forms the EU law framework for software-related licensing questions.

Regularly underestimated

Formulas such as “all rights compensated” or “worldwide, unlimited in time” sound broad but do not automatically solve problems of interpretation. If types of use, adaptations, advertising formats, onward transfer rights and third-party elements are not cleanly described, the dispute usually arises exactly at this point.

Content

Rights clearance in film, advertising, music and content

In productions, campaigns and published content systems, commercial exploitability almost always depends on the chain of title. What matters is whether underlying material, music, archive material, footage, image motifs, voice-over performances, personality references, trade marks, designs and later advertising formats really fit together.

Before production and launch

Especially before shooting, recording, campaign approval or platform publication, underlying rights, adaptation rights, releases, trade mark references, music rights, master rights, image releases and planned advertising uses must be reviewed together. In depth, film law, music law, image and photo law and media law often follow here.

Advertising, campaigns and follow-on exploitation

Teasers, social ads, out-of-home, international roll-out, re-cuts, archive use and later product lines often require more rights than the original production purpose. That is why advertising law, marketing law and social media law are also often relevant.

Likenesses, voices and real people

As soon as identifiable persons are used, in addition to contract and copyright, Sections 22 and 23 of the Gesetz betreffend das Urheberrecht an Werken der bildenden Künste und der Photographie (Kunsturhebergesetz – KUG, German Art Copyright Act) must regularly be reviewed. In press and publication cases, further standards are added.

Operational rights clearance

Especially for extensive productions and tight timings, the legal contract review must work together with operational rights acquisition and documented release logic. Otherwise, the chain of title remains clean in theory but not reliable in practice.

Recommended operational rights clearer

For the practical acquisition and documentation of third-party rights in the film, music and advertising environment, ITMR additionally recommends Ingo Fischer, LL.M. of ClearingRights (opens in a new tab). The guiding principle published there sums up the operational task very aptly: “Rechteklärung für Filmer, Werber und andere Geschichtenerzähler!” (Rights clearance for filmmakers, advertisers and other storytellers!)

Address: Ingo Fischer, Mühlgründlein 71, D–91413 Neustadt a. d. Aisch.

Helpful official references

Section 22 KUG (opens in a new tab) for consent to likenesses.
Section 23 KUG (opens in a new tab) for statutory exceptions and their limits.
Section 88 UrhG (opens in a new tab) for the grant of rights for film adaptation.

Software

Software, SaaS and open source

Software licensing is rarely just a technical side issue. In on-premise distribution, hosted products, white-label models, platform components, application programming interfaces, third-party modules and open source software, it decides on distributability, liability, documentation and negotiating strength towards customers, suppliers and investors.

Distribution model and usage logic

Whether software is provided permanently, made available for a limited time, used only online or embedded in another product changes the licensing logic considerably. Related areas here are IT law and IT contract / software contract.

Third-party components and documentation

In-house development alone is not enough if libraries, frameworks, media assets, developer contributions or third-party modules are not properly documented. This point is quickly noticed, especially in due diligence and enterprise contracts.

Open source software

Besides the licence names, what matters is the specific integration into the product, distribution, licence texts, notices, source code obligations, release documentation and responsibilities. For in-depth expertise on this, open source law and open source compliance are the right deep dives at ITMR.

Governance and supply chain

Release approvals, responsibilities, licence policies, record-keeping and escalation paths are more than organisational questions. They often decide whether a company can cleanly remedy licence infringements or defend itself in a conflict.

Doctrinally sensitive

For permanently provided program copies, questions of exhaustion can become relevant. With pure SaaS provision, this logic typically does not apply in the same way. An important EU law reference point is the decision of the Court of Justice of the European Union (CJEU) in UsedSoft/Oracle: CJEU, C-128/11 – UsedSoft / Oracle (opens in a new tab).

Risks

Typical errors, liability risks and conflict situations

Most licensing conflicts are structural and rarely spectacular. They arise from assumptions that seem commercially practical but remain too crude legally. That is exactly why early review is usually worth much more than late repair.

A buy-out is confused with legal completeness, although types of use, adaptations, advertising formats or onward transfer rights are not properly described.
Chains of title are based only on main contracts, while music, stock material, voice-over performances, designs, logos, archive material or third-party code are not taken into account.
Sublicensing to agencies, distribution, platforms, resellers or group companies is assumed but not effectively agreed.
Campaign material is later used in other territories, on other channels or for new product lines, although the original licence does not cover this.
Software contracts do not properly carry open source risks, documentation obligations or indemnification logic into the contractual structure.
Rights and releases exist but are not version-safe, cannot be assigned or are not reliably documented for due diligence and disputes.
For images, voices, names or public figures, a release is confused with comprehensive authorisation for advertising and publication.

Useful deep dives at ITMR

Glossary

Key terms of licensing

Licence: The contractual grant of rights of use in works, trade marks, designs, software or other protected subject matter.
Non-exclusive right of use: Permits use alongside other authorised parties.
Exclusive right of use: Permits use to the exclusion of others and fundamentally changes the commercial position.
Sublicensing: The onward transfer of rights of use to third parties. It must be regulated expressly and reliably.
Buy-out: A lump-sum compensation for rights. It does not replace the precise description of the types of use.
Chain of rights: Traceable documentation of from whom which rights originate, how they were granted and where their limits lie.
Exhaustion: Can become relevant for permanently provided program copies, but typically not in the same way for pure SaaS provision.

These terms explain the language used on this page. What matters is always the specific individual case.

Provisions

Provisions and reliable external sources

The following sources are cited on this page.

Statutes and sources on licensing
Provision	Content	Practical significance
Section 31 UrhG (opens in a new tab)	Grant of rights of use	Non-exclusive and exclusive rights of use.
Section 31a UrhG (opens in a new tab)	Unknown types of use	Relevant if contracts are to cover them.
Section 35 UrhG (opens in a new tab)	Further rights of use	Sublicensing questions.
Section 88 UrhG (opens in a new tab)	Right of film adaptation	Grant of rights for film adaptation.
Section 30 MarkenG (opens in a new tab)	Licences	Starting point for trade mark licences.
Section 22 KUG (opens in a new tab)	Right to one's own image	Consent to likenesses.
Section 23 KUG (opens in a new tab)	Exceptions	Statutory exceptions and their limits.
Directive 2009/24/EC on the legal protection of computer programs (opens in a new tab)	Legal protection of computer programs	EU law framework for software licences.
CJEU, C-128/11 – UsedSoft / Oracle (opens in a new tab)	Exhaustion for software	Reference point for permanently provided program copies.

FAQ

Frequently asked questions on licensing

The following answers provide a reliable first framework. For a legally secure classification in the individual case, the IP right, contractual position, actual channel of use, target territories and chain of title remain decisive.

Is a blanket buy-out clause sufficient for campaigns, content or productions?

No. A buy-out can make commercial sense but does not replace the precise description of types of use, adaptations, advertising media, territories, platforms, terms and sublicences. Without a clean chain of title, even a broadly worded contract remains open to challenge. ITMR Rechtsanwälte reviews the scope.

When does a company need an exclusive licence?

An exclusive licence makes sense when exclusivity, protection of investment, market foreclosure or sole marketing rights are really needed. It should only extend as far as the business model, territory, term and actual need justify. ITMR Rechtsanwälte designs the scope.

May a licensee grant sublicences automatically?

Not automatically. Whether sublicensing is permitted depends on the IP right, the original contract and the specific grant of rights. Especially with agencies, platforms, distribution, franchise or group structures, this right must be regulated expressly and reliably. ITMR Rechtsanwälte regulates onward transfer rights.

Is a reference to open source sufficient for software?

No. What matters are the specific licence texts, versions, integration into the product, distribution, documentation and embedding in customer and supply contracts. Anyone who only looks at buzzwords regularly misses the actual risk. ITMR Rechtsanwälte reviews the integration.

Is a release sufficient for images, voices or references to celebrities?

Often only partially. In addition to the contract, the purpose of use, advertising context, adaptations, duration, territory, platform use and, for personal data, the legal basis under data protection law are decisive. Later re-uses in particular often fail due to releases that are too narrow or unclear. ITMR Rechtsanwälte reviews releases.

When does rights clearance become particularly important before an investment, company acquisition or platform deal?

Rights clearance becomes particularly important when exploitation revenues, product distribution, catalogue values or brand reach are based on assets whose origin, licence scope or third-party elements are not documented without gaps. Then an otherwise commercially strong deal can fail due to unclear rights or missing evidence. ITMR Rechtsanwälte structures the rights review.

Next step

Advice at ITMR

At ITMR, licensing regularly requires the combination of contract drafting, copyright law, media law, trade mark law, IT law, release logic and contentious enforcement. Anyone who sets up the topic cleanly at an early stage regularly avoids significantly higher costs in production, launch, platform operation and conflict situations.

Request a mandate on licensing and rights clearance View the ITMR team Why ITMR

Responsible lawyers at ITMR

Jean Paul P. Bohne, LL.M., MM, Fachanwalt für Urheber- und Medienrecht (certified specialist lawyer for copyright and media law) and Fachanwalt für IT-Recht (certified specialist lawyer for IT law): the natural choice for complex chains of title, copyright and media law licensing structures, published content, platform cases and contentious disputes.

Emma-Marie Kürsch: particularly relevant for exploitation models shaped by trade mark, design and copyright law, creator and campaign constellations and commercially exploitable IP structures.

Anna Ciuraj: the natural choice for media, press and copyright constellations involving rights, releases, publications and IT law interfaces.

Dr. Alexander Pleh: particularly useful at the interfaces of software licensing, open source, technically shaped product structures and implementation in IT contracts.

Client groups

The topic particularly often affects companies, entrepreneurs, founders, start-ups, agencies, platform operators, producers, rights holders, labels, investors, decision-makers, executives, professionals, professional creator businesses and public figures with commercially relevant content, brand or exploitation models.

Note on the legal status

Legal status: 23 October 2026. This overview provides initial orientation and does not replace a review of the specific case.

Responsible for content: Jean Paul P. Bohne, Fachanwalt für IT-Recht (certified specialist lawyer for IT law), AI Officer (DEKRA), reviewed on 23 October 2026 (German version)