Tuesday, June 16, 2009

Database Protection and Licenses

Dear Rich: I have a two-part question. Part 1: I'm developing a website whose main feature is an online database that contains (in part) original material written by me. What kinds of notices, user terms and agreements should we have to protect the database and its contents? Part 2: The site publisher is a partnership, but one of the two partners retains copyright to the database and its contents. Should there be a license agreement between the database author-partner and the partnership itself?   This article is a good summary of the legal maneuvers used to protect databases. The most common strategies are to:

  • register the database with the Copyright Office (assuming it is protectible -- see Circular 65)

  • require that users enter into a click wrap arrangement which grants them limited rights and guarantees your rights to go after those who copy data without authorization, and

  • treat the database as a trade secret and require that employees and contractors working on your site enter into nondisclosure agreements.

  • Can You Really Prevent Theft?
    These legal measures provide tools for chasing down thieves and recovering damages. They may discourage theft but none can prevent it. (Websites can be 'scraped' and databases copied.)  As for getting the proper language for your click wrap, start by looking at click wraps for similar sites, or by checking Steve Fishman's book

    Get a License?
    Yes, the owner of the database should enter into arrangement with the other partners. A license makes sense because you can contribute the database to the partnership and still retain copyright ownership. You may have to determine the value of the license to assess your partnership contributions and partnership taxes. An accountant's help may be necessary. (Check out this Nolo book or software program.)