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If I grant someone a license to use a copyrighted work of mine, do I need to detail my ability to revoke the license within the terms of the license grant, or is that ability inherent to all licenses?

I understand that a copyright license could have terms like, "This license is irrevocable" (as the GPLv3 does) or, "This license may be revoked under any of the following circumstances..." Absent any explicit language about revocability or irrevocability, what is the default rule for revoking a license?

I'm interested in copyright licenses that are granted publicly to anyone who wants them (e.g., how open source software licenses are typically granted), but also interested in the general rule, including licenses granted to specific parties.

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  • Are you asking specifically about IP licenses? There are other kinds of licenses (e.g. driving).
    – cpast
    Jun 29, 2015 at 20:02
  • This would depend on a few more factors, including how the person given the license would rely on it. Typically, if someone relies on what you have declared, you will be held to that on 'reasonable' terms. 'Reasonableness' will be decided by the court if the parties cannot come to an agreement.
    – Andrew
    Jun 29, 2015 at 20:03
  • See also: Are licenses irrevocable by default? on OpenSource SE
    – Tim Malone
    Jun 16, 2016 at 22:58
  • FWIW, most copyright licenses expressly provide that they are revocable or irrevocable, so the default rule comes up fairly rarely. Outside of copyright law, the default rule is that license to use property is revocable, although there may be damages for a revocation of a license in breach of a contractual obligation.
    – ohwilleke
    Jan 30, 2023 at 20:01

2 Answers 2

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While the question assumes that irrevocability clauses are legally effective, it is sometimes suggested that even the GPL is a gratuitous licence which is revocable at will. For example, see:

Andrew's answer confirms that in the U.S., even a licence which was paid for and agreed to be irrevocable can be revoked after 35 years. However, as explained in the comments, I am not sure if 17 U.S.C. § 203 prevents revocation of a gratuitous licence within 35 years. In any case, I am more interested in the law in Commonwealth countries.

The most authoritative analysis I have been able to find is contained in Fitzgerald and Suzor, Legal issues for the use of free and open source software in government (2005) 29(2) Melbourne University Law Review 412 at 437 (footnotes omitted):

… a gratuitous licence can normally be revoked at will. This means that, in the case where one single entity controls a significant portion of the copyright in the source code for a free software package, that entity may be able to terminate the licence and users will no longer be entitled to copy or redistribute the software … In the event that a licence is revoked, it is likely that the doctrine of estoppel would prevent the copyright owner from asserting his or her rights. Equitable estoppel has been developed to prevent a person from unconscionably denying an expectation where they induce in another party (here the licensee) an assumption that a particular legal relationship exists between them, and that party subsequently acts, reasonably, in reliance upon that expectation. If a licensor releases software under a free software licence, they are essentially inviting others to perpetually use, reproduce, modify and distribute that software. If another person does in fact make use of the software, and the original licensor purports to revoke the licence (a departure clearly to that person’s detriment), the doctrine of equitable estoppel would arguably prevent the licensor from denying that the licence could not be revoked.

The authors conclude that the issue is ultimately of more theoretical than practical concern:

In practical terms, however, it would be hard for any single licensor to revoke a licence partially supporting a program — especially one which forms part of a large, distributed project … While revocation may be technically possible, it is unlikely to occur in the face of public opposition and a vigilant open source community. Regardless, as has been demonstrated over the last 12 months by the SCO Group Inc v International Business Machines Corp litigation, the developer community is more than willing to replace any code for which the licence has been revoked or that otherwise infringes copyright. For these reasons, the issue of revocability is much more a theoretical than a practical concern.

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Basically, if you own it you get a chance in 35 years to make changes. You must provide notice, date, 2-10 years before the date, and record the notice with the copyright office. Any derivative works during the time of the license continue to be licensed even after revocation.

Companies that have a GPL and want to change it typically just increase the version number and change the license at that time. There, the new license applies to that version on, and the older versions stay with the GPL.


17 U.S.C. S203:

In the case of a grant executed by one author, termination of the grant may be effected by that author or, if the author is dead, by the person or persons who, under clause (2) of this subsection, own and are entitled to exercise a total of more than one-half of that author’s termination interest. [There are many conditions on if one person or another has rights.] . . .

Termination of the grant may be effected at any time during a period of five years beginning at the end of thirty-five years from the date of execution of the grant; or, if the grant covers the right of publication of the work, the period begins at the end of thirty-five years from the date of publication of the work under the grant or at the end of forty years from the date of execution of the grant, whichever term ends earlier.

The termination shall be effected by serving an advance notice in writing, signed by the number and proportion of owners of termination interests required under clauses (1) and (2) of this subsection, or by their duly authorized agents, upon the grantee or the grantee’s successor in title.

(A) The notice shall state the effective date of the termination, which shall fall within the five-year period specified by clause (3) of this subsection, and the notice shall be served not less than two or more than ten years before that date. A copy of the notice shall be recorded in the Copyright Office before the effective date of termination, as a condition to its taking effect.

(B) The notice shall comply, in form, content, and manner of service, with requirements that the Register of Copyrights shall prescribe by regulation.

(5) Termination of the grant may be effected notwithstanding any agreement to the contrary, including an agreement to make a will or to make any future grant.

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    It's worth noting that a company can only change the license on a GPL work if they own the copyright on the entire work. If they accepted contributions from others, they'd need to get permission from every single contributor to change the license. This is why some companies accept only bug reports, not bug fixes, or require that copyright be assigned to them on all contributions. Jul 4, 2015 at 17:04
  • 17 U.S.C. § 203 was intended to "safeguard[] authors against unremunerative transfers … because of the unequal bargaining position of authors, resulting in part from the impossibility of determining a work's value until it has been exploited." As well as the pro-author effect of allowing revocation after 35 years "notwithstanding any agreement to the contrary," does it have the arguably anti-author effect of prohibiting revocation within 35 years when there is an agreement to the contrary, but a gratuitous one?
    – sjy
    Jan 29, 2023 at 22:58
  • @sjy No, ther is no such "anti-author" effect. a license can be for a fixed term, such as fivew years. It can be revocable on demand, or when specific conditions are met. For example, book publishing contracts often include a provision that the author can revoke them if fewer than a specified number of copies are sold in a year. Jan 29, 2023 at 23:50
  • @DavidSiegel That is so if the licence expressly provides for revocation, but I am asking about the case where the licence says that it is irrevocable or is silent. Does 17 U.S.C. § 203 exhaustively state the circumstances in which such a licence may be revoked? Or can someone who released their code under the GPL (an “unremunerative transfer”?) change their mind if they belatedly realise the work’s economic value?
    – sjy
    Jan 30, 2023 at 1:40
  • @sjy If the license agreement specifically states it is irrevocable, it probably lasts for the duration of copyright, unless a section 203 termination is done. If the license is silent on this point, a court would probably look to the purpose, and the probably unexpressed intention of the parties, and the degree to which the licensee had reasonably relied on the license continuing. It is much better practice if the license is explicit, one way or the other. Some contend that a "gratuitous" license like some OS licenses, can be revoked at will. I don't know of any actual case law on that point. Jan 30, 2023 at 1:48

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