Would anyone share his licence agreement for custom fonts?

Rene Verkaart's picture

I'm currently rounding up the design of a custom font I've been working on, called Siventi. I want to go and set up a licence agreement for the usage of the font. The client wants to have the licence forever, but will not pay that much for it. I will keep all the rights on distributing the font. In the future it might be so that other companies working for Siventi will need to have the font. They will then buy it from me and that money is mine to have. But that is Mickey Mouse-money, really.

Since I've never did this before or licenced a font myself, I would like to ask if there is anyone willing to share a licence agreement with me. Since this is a custom licence I guess the standard EULA is not enough.
I don't know if this is something you wish to keep a secret. I hope not. You would really help me a lot with this.
I don't need to know anything on pricing, but just want to get the contract in order.

We can make a trade? I'll give you one of my fonts for free. Just pick any you want...

Regards,
®ené

oldnick's picture

This is very basic, but it works...

Agreement made this _____ day of ____, 2005, by __________________("Proprietor") and _____________, a __________ corporation/partnership/sole proprietor. ("Partner").

In consideration of payment of the sum of __________________, the Proprietor in perpetuity hereby assigns and conveys to Partner all of the rights, title and interest in and to the alphabet artwork described _________________ ("the Font"), and the digital data, trademarks and trade names, if any, relating to that alphabet artwork including, but not limited to, the exclusive right to secure protection for same in whatever manner the law allows, and the right to exclusively exploit the Font and said digital data, trademarks and trade names in any manner whatsoever.

The Proprietor hereby represents and warrants that the Proprietor is the creator of the Font, its trademarks and trade names, including all rights, free and clear of any liens or security interests whatsoever; that the Font is an original design or original recreation of an existing design created by the Proprietor; and the Proprietor has the full right to enter into this Agreement and to transfer absolute unencumbered title and all rights to the Font.

Partner shall have the sole and unrestricted right to use the Font in any way it deems suitable, for any purpose whatsoever, and to sell, lease, license or otherwise dispose of them in any manner without requiring the Proprietor's consent and without any additional payment whatsoever.

The Proprietor agrees that neither he nor his successors in interest will at any time prepare, produce, sell, assign, convey or otherwise dispose of the Font or any font similar to it to any other person or entity.

This Agreement constitutes the sole understanding between the parties.

IN WITNESS WHEREOF, this Agreement has been executed by the parties thereto as of the date first written above.

...followed by signatures, titles and date. Hope this helps.

Si_Daniels's picture

> The Proprietor agrees that neither he nor his successors in interest will at any time prepare, produce, sell, assign, convey or otherwise dispose of the Font or any font similar to it to any other person or entity.

This looks a bit risky - was this written by the designer or the customer?

Si

oldnick's picture

This looks a bit risky - was this written by the designer or the customer?

The designer (in this case, me). The only risky part is "or any font similar to it," which is entirely optional.

Rene Verkaart's picture

Cool, Nick. Thanks a lot. This deffinitely helps me out for now.

Regards,
®ené

(If you want you can pick one of my fonts, like I promissed)

Also tired of Helvetica? Get an Insider with more personality

*** www.characters.nl { Typography to express yourself } ***

oldnick's picture

(If you want you can pick one of my fonts, like I promissed)

Shellshock works for me; PS PS1 here, s'il vous plait...

Si_Daniels's picture

> The only risky part is “or any font similar to it,” which is entirely optional.

Yup, that was the bit I was writing about. I'd leave that out, or define "similar" in a way that's measurable. To the judge all fonts look the same anyway.

Cheers, Si

.00's picture

That's way too lame of an agreement. You should have a laywer draft a proper document. Custom font licenses are no place for do-it-yourselfers. As a point of reference regarding trade, you will have to pay an attorney between $1000 and $3000 to draft for a proper license. You can then reuse it on all your custom work. Do you have that much to trade?

By the way, I am not interested in any trades, just to be clear. I'm just offering an opinion.

Rene Verkaart's picture

James, I definitely have not that kinda money to have an attorney draft a proper license for me. I don't even have the paying customers yet that makes it worth while having a good license made.
I just thought these kind of contracts were 'standard' and most people use them like that. I would also not go to a attorney to have him set up a EULA for me, because they are almost all the same. You can personalise and finetune it, but to have an attorny make it from scratch?

The trade was just a trigger to see if anyone would react to my question. I've realised that on Typophile everyone is very willing to help out when it comes to the actual technical construction of the fonts. But when it comes to more commercial questions, the willingness to be open and helpfull becomes smaller.
I can understand that you should be carefull with giving out prices to potential competition, so I don't ask for that. This also depends on the clients demands, speed, quality, service, etc. of the typographer in question.
But helping eachother to get set up with finding the right foundries, contracts & licenses, copyrights, etc, are for me just as important then to get that particular glyph right.

I've made a similar experience at the Art Academy where I studied. They teach you everything you want to know about design, but nothing that you need when you want to work outside their ivory walls. Businesswise they didn't teach us anything.
Me and a friend started even while studying at the academy with our own studio. I can't tell you how many mistakes we made, because we just didn't know. Over 75% of these mistakes were unnccesairy if someone had just helped us out. The studio is now 10 years old and we're doing really well. But it could have been a lot easier.

Regards,
®ené

Also tired of Helvetica? Get an Insider with more personality

*** www.characters.nl { Typography to express yourself } ***

.00's picture

I appreciate that you don't have the funds for an attorney to draft your license, but I have to disagree that all licenses are more or less standard. At TypeCon in NY, Frank Martinez (a lawyer specializing in licensing, contracts and IP) made the case that EULAs and any type of font license are really a intergral component of the type makers business plan. I don't think every type make has the same business model, so I don't think every license will be standard.

At TypeCon NY, Bruno Steinert of Linotype offered anyone who wanted to, the freedon to copy LinoType's EULA, perhaps there is where you should start.

Rene Verkaart's picture

I agree. That's what I meant with 'standard', so I guess I didn't explain myself clear enough. With standard I mean that some paragraphs would/could be the same as others, but then you have to put your own business plan in (finetune it).
You don't have to invent the wheel completely new, but make sure that you have the right tires on it.

Most of my fonts are sold through other foundries, so I'd go for the basis EULA. If I would sell them myself I would personalise it more.
It's a great offer to start with the LinoType EULA. With this you're at least 'safe'. Later on I will have a lawyer draw up my own EULA. But first I need to make a little bit of money with my fonts.

Thanks for the tips,
®ené

Also tired of Helvetica? Get an Insider with more personality

*** www.characters.nl { Typography to express yourself } ***

.00's picture

I don't know if you would be at least "safe" by adopting Lino's EULA. That EULA would have to represent in some way, your philosophy of doing business. Only you can decide that.

Remember that a license or contract is written for three entities, the foundry, the end user and the court (again thank you Frank Martinez). The court being the most important one. In US law, any unclear statements in a contract are the responsibility of the contract writer. So if your license fails to explain clearly what all the terms are, you, the foundry will be the one penalized in any legal decision.

On a separate matter, I'd like to see you drop the advertising signature from your posts here. But perhaps that is part of your business plan.

Rene Verkaart's picture

No problem. It actually is part of my business plan. But it's not something that I wouldn't change if it bothers people. Do you also mind my icon? Nick Shin was unhappy with it.

®

*** www.characters.nl { Typography to express yourself } ***

Rene Verkaart's picture

I guess here in Holland it's the same in court. So I think I will invest my money in my EULA first. So I'd be prepared for the moment when I need it.

Thanks James,
®ené

*** www.characters.nl { Typography to express yourself } ***

hrant's picture

> when it comes to more commercial questions,
> the willingness to be open and helpfull
> becomes smaller.

Indeed, but to some extent this is understandable of course. I'm sure you join me in appreciating the technical help that some experts are willing to graciously provide.

hhp

Rene Verkaart's picture

Absolutely. Without this forum I wouldn't be that far in type design like I am now. I think big respect is due to all the experts on this forum.

®

*** www.characters.nl { Typography to express yourself } ***

oldnick's picture

A couple of comments...

René's request went unanswered for SEVERAL days; perhaps some of the critics of the document presented should have stepped in earlier with documents of their own.

But, perhaps more important, this document is not a EULA; it is essentially a quitclaim deed. The Proprietor is permanently assigning all rights to the Partner -- that is the sole purpose, and anything else EULA-like is entirely unnecessary.

Syndicate content Syndicate content