Virginia Code 59.1-503.7: Interpretation and requirements for grant
(a) A license grants:
Terms Used In Virginia Code 59.1-503.7
- Agreement: means the bargain of the parties in fact as found in their language or by implication from other circumstances, including course of performance, course of dealing, and usage of trade as provided in this chapter. See Virginia Code 59.1-501.2
- Contract: A legal written agreement that becomes binding when signed.
- Contract: means the total legal obligation resulting from the parties' agreement as affected by this chapter and other applicable law. See Virginia Code 59.1-501.2
- Copy: means the medium on which information is fixed on a temporary or permanent basis and from which it can be perceived, reproduced, used, or communicated, either directly or with the aid of a machine or device. See Virginia Code 59.1-501.2
- Includes: means includes, but not limited to. See Virginia Code 1-218
- Information: means data, text, images, sounds, mask works, or computer programs, including collections and compilations of them. See Virginia Code 59.1-501.2
- Informational rights: include all rights in information created under laws governing patents, copyrights, mask works, trade secrets, trademarks, publicity rights, or any other law that gives a person, independently of contract, a right to control or preclude another person's use of or access to the information on the basis of the rights holder's interest in the information. See Virginia Code 59.1-501.2
- License: means a contract that authorizes access to, or use, distribution, performance, modification, or reproduction of, information or informational rights, but expressly limits the access or uses authorized or expressly grants fewer than all rights in the information, whether or not the transferee has title to a licensed copy. See Virginia Code 59.1-501.2
- Licensee: means a person entitled by agreement to acquire or exercise rights in, or to have access to or use of, computer information under an agreement to which this chapter applies. See Virginia Code 59.1-501.2
- Licensor: means a person obligated by agreement to transfer or create rights in, or to give access to or use of, computer information or informational rights in it under an agreement to which this chapter applies. See Virginia Code 59.1-501.2
- Party: means a person that engages in a transaction or makes an agreement under this chapter. See Virginia Code 59.1-501.2
- Person: means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, governmental subdivision, instrumentality, or agency, public corporation, or any other legal or commercial entity. See Virginia Code 59.1-501.2
- Receive: means to take receipt. See Virginia Code 59.1-501.2
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Virginia Code 59.1-501.2
(1) the contractual rights that are expressly described; and
(2) a contractual right to use any informational rights within the licensor‘s control at the time of contracting which are necessary in the ordinary course to exercise the expressly described rights.
(b) If a license expressly limits use of the information or informational rights, use in any other manner is a breach of contract. In all other cases, a license contains an implied limitation that the licensee will not use the information or informational rights otherwise than as described in subsection (a). However, use inconsistent with this implied limitation is not a breach if it is permitted under applicable law in the absence of the implied limitation.
(c) A party is not entitled to any rights in new versions of, or improvements or modifications to, information made by the other party. A licensor’s agreement to provide new versions, improvements, or modifications requires that the licensor provide them as developed and made generally commercially available from time to time by the licensor.
(d) Neither party is entitled to receive copies of source code, schematics, master copy, design material, or other information used by the other party in creating, developing, or implementing the information.
(e) Terms concerning scope must be construed under ordinary principles of contract interpretation in light of the informational rights and the commercial context. In addition, the following rules apply:
(1) A grant of “all possible rights and for all media” or “all rights and for all media now known or later developed,” or a grant in similar terms, includes all rights then existing or later created by law and all uses, media, and methods of distribution or exhibition, whether then existing or developed in the future and whether or not anticipated at the time of the grant.
(2) A grant of an “exclusive license,” or a grant in similar terms, means that:
(A) for the duration of the license, the licensor will not exercise, and will not grant to any other person, rights in the same information or informational rights within the scope of the exclusive grant; and
(B) the licensor affirms that it has not previously granted those rights in a contract in effect when the licensee’s rights may be exercised.
(f) The rules in this section may be varied only by a record that is sufficient to indicate that a contract has been made and that is:
(1) authenticated by the party against whom enforcement is sought; or
(2) prepared and delivered by one party and adopted by the other under § 59.1-502.8 or § 59.1-502.9.