Copyright Licence Restrictions And Reserved Rights In The United Kingdom
Restriction Name | Restricted Activity | Importance Level | Exception Position | Drafting Notes | Breach Consequences |
|---|---|---|---|---|---|
Use restriction | |||||
Purpose-Limited Use | Using the work for any purpose other than the stated licensed purpose. | High | Allowed with consent | Define the exact business purpose, project, campaign, product or service covered. | Termination, damages, injunction and additional licence fees. |
No Unlicensed Copying | Making copies beyond those expressly allowed by the licence. | High | Allowed with consent | Specify permitted copy numbers, storage locations and backup rights. | Copyright infringement claim, deletion order and damages. |
No Distribution Of Copies | Issuing, selling, lending or otherwise distributing copies to the public. | High | Allowed with consent | Clarify whether distribution to clients, affiliates, retailers or end users is allowed. | Termination, injunction, damages and account of profits. |
Commercial restriction | |||||
No Rental Or Lending | Renting or lending copies of the work without permission. | Medium | Allowed with consent | Useful for software, audio-visual works, publications and training materials. | Damages, injunction and withdrawal of copies. |
Use restriction | |||||
No Public Performance | Performing, showing or playing the work in public. | High | Allowed with consent | Define venues, audiences, ticketed events, streams and presentation contexts. | Injunction, damages, termination and event takedown demands. |
Media restriction | |||||
No Communication To The Public | Broadcasting, streaming or making the work available online to the public. | High | Allowed with consent | State whether websites, apps, social media, email, webinars or broadcasts are covered. | Takedown, injunction, damages, platform notices and termination. |
Modification restriction | |||||
No Adaptation | Adapting, translating, arranging or converting the work into another form. | High | Allowed with consent | List permitted technical formatting separately from creative adaptation. | Termination, injunction, delivery up and damages. |
Other restriction | |||||
All Rights Reserved Except Licensed Rights | Exercising any copyright right not expressly granted in the agreement. | High | Prohibited | Use express reservation language to avoid implied broad permissions. | Unlicensed use, termination and infringement remedies. |
Territorial restriction | |||||
UK-Only Territory | Using, publishing or distributing the work outside the United Kingdom. | High | Allowed with consent | Define whether online access from outside the UK is breach or merely unavoidable. | Geo-blocking requirement, damages, termination and licence uplift. |
Named-Country Territory | Exploiting the work in countries not listed in the licence. | High | Allowed with consent | List countries precisely and avoid vague regions unless defined. | Termination, damages and withdrawal from unlicensed markets. |
No Worldwide Use | Treating a limited-territory licence as a global licence. | High | Allowed with consent | State whether CDN delivery, app stores and global platforms are permitted. | Additional royalties, takedown, injunction and damages. |
Media restriction | |||||
No Online Use | Uploading or displaying the work on websites, apps or online platforms. | High | Allowed with consent | Specify permitted domains, platforms, formats, resolutions and access controls. | Takedown, suspension, termination and damages. |
No Social Media Use | Posting the work on social media or granting platform terms over it. | Medium | Allowed with consent | Name permitted platforms and require compliance with platform licence terms. | Removal request, damages and loss of future rights. |
Print-Only Licence | Using the work in digital, broadcast or online media. | Medium | Allowed with consent | Define print run, publication title, edition, placement and reprint rights. | Additional fees, injunction, termination and damages. |
Digital-Only Licence | Using the work in print, physical products or offline advertising. | Medium | Allowed with consent | Identify permitted digital channels and exclude merchandise if not priced. | Damages, stock withdrawal and licence uplift. |
No Broadcast Use | Using the work in television, radio, cinema, podcasts or streaming broadcasts. | Medium | Allowed with consent | Distinguish advertising, editorial, sponsorship, podcast and live-stream use. | Injunction, takedown, damages and broadcaster claims exposure. |
Commercial restriction | |||||
No Merchandise Use | Applying the work to goods, packaging, apparel or promotional merchandise. | High | Allowed with consent | Exclude products, packaging and point-of-sale unless royalties are agreed. | Stock recall, account of profits, damages and termination. |
No Advertising Use | Using the work in paid advertising, sponsorship or promotional campaigns. | High | Allowed with consent | Define organic marketing separately from paid media, PPC, influencer and out-of-home use. | Campaign takedown, additional licence fee, damages and termination. |
Non-Commercial Use Only | Using the work for revenue generation, sales, paid services or business promotion. | High | Allowed with consent | Define commercial benefit, fundraising, sponsorship, ads and internal business use. | Commercial licence fee, damages, termination and injunction. |
Use restriction | |||||
Internal Business Use Only | Sharing, publishing or exploiting the work outside the licensee organisation. | High | Allowed with consent | Define employees, contractors, group companies and external advisers. | Access revocation, damages, deletion and termination. |
Transfer restriction | |||||
No Client Redistribution | Supplying the work to clients or customers as a deliverable or resource. | High | Allowed with consent | If agency use is allowed, state whether client receives direct rights. | Indemnity claims, termination, damages and end-user takedown. |
No Group-Company Use | Allowing affiliates, subsidiaries or parent companies to use the work. | Medium | Allowed with consent | Define the licensee entity and any permitted group users by name. | Additional fees, termination and damages for unauthorised users. |
No Assignment Of Licence | Transferring the licence or licensed rights to another person or entity. | High | Allowed with consent | Require prior written consent and address business sales or reorganisations. | Void transfer, termination, damages and injunctive relief. |
No Novation Without Consent | Replacing the licensee with another contracting party without consent. | Medium | Allowed with consent | Require a signed novation agreement and continued compliance by the new party. | Unauthorised use, termination and payment acceleration. |
Sub-licensing restriction | |||||
No Sub-Licensing | Granting third parties rights to use the work. | High | Allowed with consent | State whether contractors, platforms, distributors or end users may receive sub-licences. | Termination, downstream takedown, indemnity and damages. |
No Further Sub-Licensing | Allowing an approved sub-licensee to grant further rights to others. | High | Prohibited | Require sub-licence terms to prohibit onward licensing and survive termination. | Termination, indemnity, downstream enforcement and damages. |
Approved Contractor Use Only | Letting contractors use the work outside approved project support. | Medium | Usually allowed | Require contractors to be bound by equivalent confidentiality and use limits. | Licensee liability for contractor acts, termination and damages. |
Modification restriction | |||||
No Modification | Editing, cropping, recolouring, remixing or otherwise changing the work. | High | Allowed with consent | Separate minor technical resizing from substantive creative edits. | Injunction, removal, damages and moral rights claims. |
No Derivative Works | Creating new works based on or incorporating the licensed work. | High | Allowed with consent | Define ownership and permitted use of any approved derivative works. | Ownership dispute, injunction, delivery up and damages. |
No Translation | Translating the work into another language or localising it for another market. | Medium | Allowed with consent | Address quality control, translator rights and ownership of translations. | Withdrawal, damages, termination and correction obligations. |
No Cropping Or Context Change | Cropping, framing or presenting the work in a misleading or damaging context. | Medium | Allowed with consent | Link to moral rights, brand rules and approved layout requirements. | Removal, correction, damages and reputational harm claims. |
No Derogatory Treatment | Treating the work in a way prejudicial to the authoru0027s honour or reputation. | High | Prohibited | Do not rely only on copyright address author moral rights expressly. | Moral rights claim, injunction, damages and public correction. |
Attribution restriction | |||||
Mandatory Attribution | Using the work without the required credit or copyright notice. | Medium | Allowed with consent | Specify exact credit line, placement, size, metadata and exceptions. | Correction, takedown, damages and suspension until attribution is fixed. |
No False Attribution | Crediting the wrong author or implying false authorship. | Medium | Prohibited | Include approved credit wording and prohibit misleading endorsement. | Correction, moral rights claim, damages and termination. |
No Removal Of Copyright Notices | Removing, obscuring or altering copyright notices, watermarks or rights metadata. | High | Prohibited | Refer to visible notices, embedded metadata, watermarks and file names. | Immediate termination, takedown, damages and evidential presumptions. |
No Implied Endorsement | Suggesting the licensor, author or rights holder endorses the licensee. | High | Allowed with consent | Control use near testimonials, sponsorship claims, logos and regulated products. | Removal, reputational damages, indemnity and termination. |
Commercial restriction | |||||
No Resale | Selling access to or copies of the work as a standalone product. | High | Allowed with consent | Distinguish resale from permitted inclusion in a broader service. | Account of profits, damages, termination and sales takedown. |
No Paywall Access | Placing the work behind paid subscription, membership or premium access. | Medium | Allowed with consent | Define whether indirect monetisation, ads or freemium tiers are included. | Revenue accounting, damages, access removal and termination. |
No Training Course Resale | Using the work in paid courses, workshops or educational products. | Medium | Allowed with consent | Carve out internal staff training if intended. | Course removal, fees, damages and indemnity. |
No Competing Product Use | Using the work to build, market or improve a competing product or service. | High | Prohibited | Define competitors, restricted fields and whether the restraint is reasonable. | Injunction, damages, account of profits and termination. |
Use restriction | |||||
No Illegal Use | Using the work in unlawful, fraudulent or rights-infringing activities. | High | Prohibited | Include sanctions, fraud, IP infringement, defamation and regulatory breaches. | Immediate termination, indemnity, reporting and injunctive relief. |
No Defamatory Or Harmful Context | Using the work with defamatory, obscene, hateful or reputationally harmful material. | High | Prohibited | Align with brand safety rules and author moral rights protections. | Immediate takedown, indemnity, damages and termination. |
No Regulated Sector Use | Using the work for financial, medical, legal, gambling or political promotion. | Medium | Allowed with consent | List prohibited sectors and require regulatory compliance warranties. | Indemnity, immediate withdrawal, damages and termination. |
No Political Use | Using the work in political campaigns, lobbying or issue advocacy. | Medium | Allowed with consent | Clarify party-political, public policy, campaign and election uses. | Takedown, reputational damages, indemnity and termination. |
No Sensitive Association | Associating the work with adult, weapons, tobacco, alcohol or controversial content. | Medium | Allowed with consent | Include a schedule of sensitive categories and approval process. | Immediate removal, damages and termination. |
No Use After Licence Term | Continuing to use, host, sell or display the work after the licence expires. | High | Allowed with consent | Specify wind-down, archival, stock sell-off and cached-copy periods. | Post-term infringement, injunction, damages and deletion obligation. |
No Use After Termination | Using the work after termination for breach, insolvency or non-payment. | High | Prohibited | State immediate cessation, deletion, certification and survival of restrictions. | Injunction, damages, indemnity and continuing infringement claim. |
Commercial restriction | |||||
No Use While Fees Unpaid | Using the work while licence fees, royalties or usage charges are overdue. | High | Prohibited | Link licence grant to cleared payment and reserve suspension rights. | Suspension, termination, interest, debt claim and infringement remedies. |
Sub-licensing restriction | |||||
No Marketplace Distribution | Uploading the work to stock libraries, marketplaces or template platforms. | High | Prohibited | Name prohibited platforms and cover free as well as paid downloads. | Platform takedown, account of profits, indemnity and termination. |
No Open Licence Relicensing | Releasing the work under Creative Commons, open-source or public licence terms. | High | Prohibited | Prohibit terms that allow public copying, modification or redistribution. | Irreversible dissemination risk, injunction, indemnity and damages. |
Use restriction | |||||
No AI Training Or Model Development | Using the work to train, fine-tune, test or improve AI systems. | High | Allowed with consent | Cover training, fine-tuning, embeddings, evaluation, prompts, outputs and datasets. | Injunction, deletion, model-use restrictions, damages and indemnity. |
No Text And Data Mining | Extracting, scraping or analysing the work for data mining beyond permitted exceptions. | High | Allowed with consent | Acknowledge UK non-commercial research exception and restrict other mining uses. | Access termination, deletion, damages and injunctive relief. |
No Scraping Or Automated Extraction | Using bots, crawlers or automated tools to extract the work at scale. | High | Allowed with consent | Include rate limits, API rules, robots.txt, credentials and audit logs. | Access blocking, injunction, damages, deletion and indemnity. |
No Dataset Inclusion | Including the work in datasets, corpora, indexes or searchable repositories. | High | Allowed with consent | Define whether internal search indexes and backups are excluded. | Dataset deletion, audit, damages and termination. |
Modification restriction | |||||
No Reverse Engineering Or Source Extraction | Decompiling, reverse engineering or extracting source assets from the work. | Medium | Allowed with consent | For software, align with statutory exceptions for interoperability and backup. | Termination, injunction, confidentiality claim and damages. |
Other restriction | |||||
No Circumvention Of Protection Measures | Removing, bypassing or disabling DRM, watermarking or access controls. | High | Prohibited | Cover passwords, tokens, encryption, download controls and forensic marks. | Immediate termination, access suspension, damages and injunction. |
Transfer restriction | |||||
No Credential Sharing | Sharing login details, keys or access credentials for licensed content. | Medium | Prohibited | Set named-user, seat, IP, SSO or device limits. | Access suspension, audit, extra fees and termination. |
Use restriction | |||||
Named User Or Seat Limit | Allowing more users to access the work than the licence permits. | High | Allowed with consent | Define named users, concurrent users, devices, sites and audit rights. | Back fees, audit costs, suspension and termination. |
Print Run Limit | Printing more copies than the agreed quantity. | High | Allowed with consent | State copy count, edition, overrun tolerance and reprint approval. | Excess-copy fees, delivery up, damages and termination. |
Media restriction | |||||
File Format Limit | Converting or distributing the work in unapproved file formats. | Low | Usually allowed | Allow necessary technical conversion while preserving quality and notices. | Correction, replacement files, damages if value is impaired. |
Modification restriction | |||||
Quality Control Approval | Publishing altered layouts, proofs or integrations without approval. | Medium | Allowed with consent | Set approval timelines, deemed approval rules and brand guidelines. | Withdrawal, rework at licensee cost and termination. |
Use restriction | |||||
No Use Outside Brand Guidelines | Using the work in a manner inconsistent with supplied brand or style rules. | Medium | Allowed with consent | Attach guidelines and state which rules are mandatory. | Correction, takedown, approval withdrawal and damages. |
Media restriction | |||||
No Source File Use | Using, editing or sharing source files except for the licensed output. | Medium | Allowed with consent | Identify source files, working files, layered files and project files. | Return or deletion, damages, confidentiality claim and termination. |
Use restriction | |||||
No Standalone Extraction From Compilation | Extracting individual works from a licensed compilation for separate use. | High | Allowed with consent | State whether each component has separate rights or only compilation use. | Infringement claim, injunction, damages and deletion. |
No Substantial Database Extraction | Extracting or re-utilising a substantial part of a protected database. | High | Allowed with consent | If database rights exist, include separate extraction and re-utilisation wording. | Database right claim, injunction, damages and deletion. |
No Excessive Quotation | Quoting more of the work than the licence or copyright exceptions permit. | Medium | Usually allowed | Set quotation limits while preserving fair dealing where applicable. | Correction, takedown, damages and termination for serious misuse. |
Modification restriction | |||||
No Unapproved Parody Or Satire Use | Using the work in parody, caricature or pastiche beyond lawful fair dealing. | Medium | Usually allowed | Contract cannot remove statutory exceptions for third parties, but can limit licensed use. | Takedown, moral rights dispute, damages and termination. |
Use restriction | |||||
No Educational Copying Beyond Licence | Copying for teaching or instruction beyond agreed scope or statutory limits. | Medium | Usually allowed | Address classroom use, VLEs, course packs, exam use and institution licences. | Access withdrawal, additional fees, takedown and damages. |
No Library Or Archive Use Beyond Exceptions | Library, archive or preservation copying outside lawful exceptions or agreed terms. | Low | Usually allowed | Avoid blocking mandatory or policy-sensitive preservation rights unintentionally. | Correction, access limits and damages for non-excepted copying. |
Transfer restriction | |||||
No Private Study Redistribution | Sharing copies made for research, private study or review with others. | Medium | Usually allowed | Separate personal fair dealing from licensed commercial or organisational use. | Takedown, deletion and damages for non-fair dealing use. |
Modification restriction | |||||
Accessibility Format Carve-Out | Making accessibility copies for users with disabilities except where legally permitted. | Low | Usually allowed | Include an express exception for accessible formats where required by UK law. | Usually none if lawful otherwise deletion and corrective action. |
Use restriction | |||||
No Retention Except Compliance Copies | Keeping copies after the licence ends except required compliance archives. | Medium | Usually allowed | Allow secure legal, audit and backup retention with no active use. | Deletion certification, audit, damages and injunction. |
Other restriction | |||||
Deletion Certification Requirement | Failing to delete, return or certify destruction of licensed materials when required. | Medium | Not applicable | Specify deadline, officer certification and backup deletion schedule. | Injunction, audit, damages and continuing breach claim. |
Audit And Usage Reporting Rights | Refusing to provide usage records or allow reasonable licence compliance audits. | Medium | Not applicable | Set notice, frequency, confidentiality, cost shifting and underpayment thresholds. | Presumed underuse breach, audit costs, suspension and termination. |
Commercial restriction | |||||
Royalty Reporting Obligation | Failing to report sales, usage, impressions, downloads or other royalty metrics. | High | Not applicable | Define reporting periods, records, currencies, tax and audit reconciliation. | Interest, audit, termination, debt claim and damages. |
Impression Or View Limit | Exceeding agreed ad impressions, views, downloads, streams or circulation limits. | Medium | Allowed with consent | State measurement method, overage fees and reporting evidence. | Overage charges, suspension, damages and termination. |
Other restriction | |||||
Reserved Right To License Others | Claiming exclusivity or objecting to licensor licensing the work to others. | High | Prohibited | State non-exclusive status unless exclusivity is expressly granted. | Declaratory relief, termination and damages for interference. |
Use restriction | |||||
Field-Of-Use Limit | Using the work outside the agreed industry, sector or product field. | High | Allowed with consent | Define the field narrowly and reserve all adjacent markets. | Injunction, damages, exclusivity loss and termination. |
Media restriction | |||||
No Channel Expansion | Using the work in channels not listed in the licence schedule. | High | Allowed with consent | List email, web, app, print, broadcast, PR, events, retail and social channels. | Channel takedown, extra fee, damages and termination. |
Commercial restriction | |||||
No Product Bundling | Bundling the work with third-party products or services without consent. | Medium | Allowed with consent | Distinguish ordinary use in deliverables from resale bundle monetisation. | Bundle withdrawal, damages, account of profits and termination. |
Attribution restriction | |||||
No White-Labelling | Presenting the work as the licenseeu0027s own work or unbranded product. | High | Allowed with consent | State whether attribution, co-branding or anonymous use is permitted. | Correction, takedown, damages and false attribution claim. |
Commercial restriction | |||||
No NFT Or Tokenisation Use | Minting, tokenising or associating the work with NFTs or blockchain assets. | Medium | Allowed with consent | Cover metadata, previews, smart contracts, marketplaces and resale royalties. | Marketplace takedown, account of profits, damages and indemnity. |
Media restriction | |||||
No Virtual Goods Or Metaverse Use | Using the work in virtual worlds, avatars, digital goods or immersive environments. | Medium | Allowed with consent | Address game engines, virtual events, skins, avatars and in-app purchases. | Removal, revenue share claim, damages and termination. |
Use restriction | |||||
No Biometric Or Recognition Use | Using images, recordings or data for facial, voice or object recognition systems. | High | Allowed with consent | Address privacy, data protection, consent, model training and sensitive data risks. | Termination, deletion, indemnity, regulatory exposure and damages. |
No Personal Data Enrichment | Combining licensed content with personal data profiles or targeting datasets. | Medium | Allowed with consent | Include UK GDPR compliance, lawful basis and prohibited profiling uses. | Indemnity, deletion, termination, damages and regulatory notification risk. |
Transfer restriction | |||||
No Disclosure Of Unpublished Work | Disclosing unpublished drafts, files or materials to unauthorised third parties. | High | Allowed with consent | Combine copyright restrictions with confidentiality obligations and permitted recipients. | Injunction, confidentiality claim, damages and termination. |
Use restriction | |||||
No Pre-Release Publication | Publishing or revealing the work before the agreed release date or embargo expiry. | Medium | Allowed with consent | State embargo dates, time zones, launch channels and approval contacts. | Injunction, campaign losses, damages and termination. |
Territorial restriction | |||||
Territory Embargo | Launching, publishing or selling in an embargoed territory before approval. | Medium | Allowed with consent | Use launch dates by country and require geo-targeting where practical. | Market withdrawal, damages, licence suspension and termination. |
Other restriction | |||||
No Assumed Moral Rights Waiver | Assuming the author waived attribution, integrity or false attribution rights. | Medium | Prohibited | Obtain express written waiver if needed otherwise draft around moral rights. | Moral rights claim, correction, injunction and damages. |
Use restriction | |||||
No Use Of Third-Party Elements Beyond Cleared Rights | Using embedded third-party content outside the rights cleared by the licensor. | High | Allowed with consent | Schedule third-party assets, clearance limits, collecting societies and exclusions. | Third-party claims, indemnity, takedown, damages and termination. |
Other restriction | |||||
Collecting Society Rights Reserved | Using rights administered by PRS, PPL, CLA, DACS or other societies without clearance. | Medium | Allowed with consent | Identify rights excluded from the licence and who obtains society licences. | Society claims, licence fees, injunction and indemnity. |
Performance Rights Reserved | Assuming public performance or music performance rights are included. | Medium | Allowed with consent | State whether separate PRS, PPL or venue permissions are required. | Licence fee claims, injunction, damages and indemnity. |
Media restriction | |||||
Synchronisation Rights Reserved | Synchronising music, lyrics or audio with film, video, games or adverts. | High | Allowed with consent | Clear composition, master recording, performers and moral rights separately. | Video takedown, injunction, damages and third-party claims. |
Mechanical Reproduction Rights Reserved | Reproducing musical works in physical or digital audio products without clearance. | Medium | Allowed with consent | State whether MCPS or publisher clearance is outside the licence. | Licence fee claims, damages, takedown and indemnity. |
Modification restriction | |||||
No Software Modification Beyond Permitted Acts | Modifying software code except as expressly licensed or legally permitted. | High | Allowed with consent | Address maintenance, interoperability, error correction and source access. | Termination, support loss, injunction and damages. |
Use restriction | |||||
Backup Copy Limit | Making backup copies beyond agreed operational or statutory software needs. | Medium | Usually allowed | Specify encrypted backups, disaster recovery, retention and restoration use. | Deletion, audit, damages and termination for excessive copying. |
Media restriction | |||||
No Unapproved Cloud Hosting | Hosting the work on cloud services, SaaS tools or shared repositories without approval. | Medium | Allowed with consent | Name approved providers, regions, access controls and deletion duties. | Access revocation, deletion, security audit and damages. |
Territorial restriction | |||||
No Offshore Hosting | Storing or hosting the work on servers outside permitted countries. | Medium | Allowed with consent | Define server location, backups, CDN nodes and data transfer constraints. | Migration order, suspension, damages and termination. |
Media restriction | |||||
No High-Resolution Distribution | Providing high-resolution, editable or print-quality files to third parties. | Medium | Allowed with consent | Set pixel, DPI, bitrate, watermark and download restrictions. | File takedown, damages, deletion and termination. |
Commercial restriction | |||||
No Template Or Generator Use | Embedding the work in templates, generators, design tools or reusable assets. | High | Allowed with consent | Prohibit reusable access by end users and downloadable editable copies. | Product takedown, account of profits, indemnity and termination. |
Transfer restriction | |||||
No API Redistribution | Making the work available through an API, feed, plugin or integration. | High | Allowed with consent | Define permitted integrations, rate limits, caching and end-user rights. | API shutoff, deletion, damages, indemnity and termination. |
Use restriction | |||||
No Persistent Caching | Retaining cached copies longer than technically necessary or agreed. | Low | Usually allowed | Allow transient technical copies but restrict persistent searchable caches. | Cache purge, access limits and damages for material misuse. |
Media restriction | |||||
No Framing Or Embedding | Framing, embedding or hotlinking the work on unauthorised websites or apps. | Medium | Allowed with consent | Name permitted domains and require technical prevention of unauthorised embedding. | Domain blocking, takedown, damages and termination. |
No Public Indexing | Allowing restricted content to be indexed by search engines or public archives. | Medium | Allowed with consent | Require noindex, robots controls, authentication and cache removal. | De-indexing, takedown, damages and access suspension. |
Modification restriction | |||||
No Watermark Removal | Removing, cropping out or obscuring visible or invisible watermarks. | High | Prohibited | Mention forensic marks, copyright notices and proofing watermarks. | Immediate termination, damages, injunction and evidential adverse inference. |
Attribution restriction | |||||
No Metadata Removal | Removing IPTC, EXIF, copyright, licence or rights-management metadata. | Medium | Prohibited | Require metadata preservation through resizing, export and publication workflows. | Correction, damages, audit and termination. |
Sub-licensing restriction | |||||
No Platform Terms Conflict | Uploading the work where platform terms grant rights wider than the licence. | High | Allowed with consent | Review platform terms and limit uploads to approved platforms only. | Removal, indemnity, damages and termination. |
Flow-Down Terms Required | Allowing permitted users access without equivalent licence restrictions. | High | Not applicable | Make licensee liable for employees, contractors, clients and sub-licensees. | Indemnity, termination, downstream takedown and damages. |
Territorial restriction | |||||
No Sanctions Or Export-Control Use | Supplying the work to sanctioned persons, embargoed territories or prohibited end users. | High | Prohibited | Include sanctions warranties, screening obligations and immediate termination rights. | Immediate termination, indemnity, reporting and regulatory exposure. |
Use restriction | |||||
No Deceptive Evidence Use | Using the work to mislead courts, regulators, customers or the public. | Medium | Prohibited | Important for photographs, documents, audio, video and AI-generated outputs. | Termination, indemnity, damages and possible reporting obligations. |
Modification restriction | |||||
Author Approval For Material Edits | Publishing material edits without author or licensor approval. | Medium | Allowed with consent | Define material edits and approval standards to avoid disputes. | Correction, injunction, moral rights claim and damages. |
Other restriction | |||||
Trade Marks And Branding Reserved | Using names, logos, trade marks or branding not expressly licensed. | High | Allowed with consent | Separate copyright licence from trade mark and passing off permissions. | Brand infringement claim, injunction, damages and termination. |
Design Rights Reserved | Using product designs, surface decoration or industrial designs not licensed. | Medium | Allowed with consent | Separate copyright, unregistered design right and registered design permissions. | Injunction, damages, delivery up and termination. |
Patent Rights Reserved | Assuming copyright permission includes rights to patented inventions or methods. | Low | Allowed with consent | Reserve patents where technical documentation or software is licensed. | Separate patent claim, injunction, damages and indemnity. |
Ideas And Know-How Reserved | Claiming ownership of the licensoru0027s ideas, concepts, methods or know-how. | Medium | Prohibited | Copyright protects expression, not mere ideas reserve confidential know-how separately. | Confidentiality claim, injunction, damages and termination. |
Transfer restriction | |||||
No Transfer Of Ownership | Treating the licence as an assignment or ownership transfer. | High | Prohibited | State ownership remains with licensor assignments require signed writing. | Declaratory relief, infringement claim, termination and damages. |
Other restriction | |||||
No Registration Or Claim Of Rights | Registering, claiming or asserting IP rights in the licensed work or confusing variants. | High | Prohibited | Cover trade marks, designs, domain names, social handles and copyright claims. | Assignment demand, cancellation, injunction, damages and indemnity. |
No Domain Name Or Account Registration | Registering domains, handles or accounts using the work, title or licensor branding. | Medium | Allowed with consent | Require transfer of infringing domains or handles on request. | Transfer order, takedown, damages and termination. |
Transfer restriction | |||||
Change Of Control Consent | Allowing rights to pass through merger, acquisition or control change without consent. | Medium | Allowed with consent | State whether change of control is deemed assignment requiring consent. | Suspension, termination, renegotiation and damages. |
No Insolvency Transfer | Transferring or continuing licence rights through insolvency proceedings without approval. | Medium | Allowed with consent | Address termination on insolvency subject to enforceability and essential supply rules. | Termination, access withdrawal, debt claim and return of materials. |
Other restriction | |||||
No Implied Licence Beyond Deliverables | Using preparatory materials, drafts or unused concepts not included in final deliverables. | High | Allowed with consent | List licensed deliverables and reserve drafts, concepts and rejected versions. | Infringement claim, damages, injunction and deletion. |
Use restriction | |||||
Preliminary Materials Reserved | Using sketches, drafts, source notes or working materials outside review purposes. | Medium | Allowed with consent | State whether review access creates any exploitation rights. | Deletion, damages, confidentiality claim and termination. |
Attribution restriction | |||||
No Publicity About Licence | Announcing the licence or using the licensoru0027s name in publicity without approval. | Low | Allowed with consent | Control press releases, case studies, client lists and award submissions. | Publicity withdrawal, damages and termination for serious breach. |
Use restriction | |||||
No Benchmarking Publication | Publishing performance, quality or comparison results based on the work. | Low | Allowed with consent | Useful for software, datasets, research materials and AI tools. | Withdrawal, correction, damages and confidentiality claim. |
Attribution restriction | |||||
Approved Credit Placement Only | Moving, shrinking or hiding the required credit where it is ineffective. | Low | Allowed with consent | Specify prominence, location, hyperlink, hover text and mobile display. | Correction, takedown and damages for repeated breach. |
Other restriction | |||||
Written Consent Requirement | Relying on oral approval, informal emails or conduct for expanded rights. | High | Not applicable | Define valid consent, authorised signatories and whether email is enough. | Use remains unlicensed termination, damages and injunction. |
What Restrictions Should A UK Copyright Licence Agreement Include?
A UK copyright licence should define exactly what the licensee may do and reserve everything else to the copyright owner. The highest-risk restrictions usually cover purpose, territory, media, duration, modification, sub-licensing, assignment, attribution, commercial exploitation, AI training, and use after termination.
Why Do Reserved Rights Matter In A Copyright Licence?
Copyright owners keep the exclusive rights not expressly licensed. In the UK, copyright includes restricted acts such as copying, issuing copies, communicating the work to the public and making adaptations under the Copyright, Designs and Patents Act 1988. Clear reserved-rights wording helps prevent a broad interpretation that unintentionally permits valuable uses.
Which Restrictions Are Most Important For Commercial Protection?
- Commercial use limits protect against unpriced revenue-generating exploitation.
- Territory and media limits stop a narrow UK or online licence becoming worldwide or cross-platform.
- No sub-licensing or assignment prevents loss of control over downstream users.
- No modification, adaptation or derivative works preserves brand integrity and avoids uncontrolled new works.
- No AI training, scraping or dataset use is increasingly important where copyright works are supplied digitally.
How Should Exceptions Be Drafted?
Exceptions should be specific and usually require prior written consent, except for narrow operational permissions such as internal backup copies, accessibility formats or legally mandatory uses. The agreement should state whether consent may be withheld, whether extra fees apply, and whether breach triggers suspension, termination, injunctive relief, damages, account of profits, delivery up, deletion or indemnity obligations.

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