Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Non-exclusive licence definition

What does Non-exclusive licence mean? A non-exclusive licence is a contractual permission to use rights or assets—most commonly intellectual property (copyright, software, trade marks, patents, designs or database rights)—without exclusivity. The licensor may continue to use the subject matter and may grant the same or similar rights to multiple licensees, including competitors. UK and Irish IP legislation defines “exclusive licence”; a non-exclusive licence is simply any licence that is not exclusive, and is a descriptive expression used across commercial contracts rather than a standalone statutory category. Its legal effect is typically personal/contractual: the licensee acquires no proprietary interest and generally has no independent standing...

Resale of perpetual enterprise software licences: UsedSoft, exhaustion, post‑Brexit UK and EU rules, SaaS exclusions and practical guidance

Published by a LexisNexis TMT expert

Practice notes

When commercial software is obtained from a supplier, what is typically granted is a non‑exclusive licence. The supplier keeps Copyright in the code; they authorise delivery or download of the code to the customer and, in return for a fee, the customer accepts a licence governed by often extensive terms and conditions. Although people speak of software being ‘bought’ or ‘sold’, for commercial offerings there is, almost without exception, no transfer of title. Only a restricted permission to use is conferred. This Practice Note reviews the legal and commercial questions over whether such licences, when no longer needed by the licensee, can be ‘resold’, that is, assigned to a new user.

Second-hand software market

This Practice Note focuses on the resale of business software, not games software; the latter combines music, imagery and animation, creating further copyright complications. After the Court of Justice of the EU’s decision in UsedSoft, a secondary market arose for ‘used’ software initially granted under a perpetual licence. That market consisted of organisations reselling surplus licensed software directly to others...

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Web page updated on 21/05/2026

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