Many global corporate arrangements and rearrangements today are technologically concentrated. Start-ups and corporates alike are being purchased and sold solely for their tech substance. In the tech sector, particularly software, the bulk of proprietary rights are intangible, thereby making them Intellectual Property assets. Just like tangibles, Intellectual Property rights in software can be let via licensing.
Software licensing allows a Licensee to legally use software, the usage of which would otherwise have been a copyright breach. A software license grants usage rights to an end-user and defines the scope and extent to which an end-user can deploy the software of an owner subject to consideration.
At the back end of a software is what is known as source codes. Source codes are the original, unfiltered versions of the software as originally written. It is the primary programming language of a computer programme. Writing source codes is the most time consuming and brain taxing aspect of software development.
Under the Nigerian intellectual property regime, source codes are majorly protected under copyright laws. Section 39 of the Copyright Act[1] defines literary works to include computer programmes, it also further defines computer programmes as ‘statements or instructions to be used directly or indirectly in a computer in order to bring about a certain result’. This is exactly what source codes are.
Software Licensing Agreements (SLA) are the conditioned transfer of a finished software product, or that of the source codes, depending on the circumstance and needs of the parties involved. Many a times, Licensees obtain a license for a software programme, and during the pendency of such license, the Licensor, for some reason, fails to satisfy their end of the agreement by their inability or unwillingness to continue to sustain the programme. Such action may prove fatal to the business of the Licensor, especially if the programme is vital to their operation.
[1] Cap C28, Laws of the Federation of Nigeria 2004