Content Licence Agreement — Quebec (Accord de licence de contenu)

Under the Copyright Act (federal) and CCQ, a copyright licence grants the licensee permission to use the copyrighted work within specified parameters (territory, duration, scope of use) while the copyright owner (licensor) retains ownership of the copyright. A licence can be exclusive or non-exclusive, limited or unlimited in scope. A copyright assignment (cession de droit d'auteur) permanently transfers ownership of the copyright from the author/owner to the assignee — the assignee becomes the new copyright owner. In Quebec, moral rights (droits moraux) cannot be assigned under the Copyright Act — only the economic rights can be licensed or assigned. The author always retains the right of integrity and the right of attribution.

A Quebec content licence agreement governed by the Copyright Act (federal) and the Civil Code of Quebec (CCQ) must include: the identity of the licensor and licensee, a precise description of the licensed content, the scope of permitted uses, whether the licence is exclusive or non-exclusive, the territory, the term, and the consideration (royalties in CAD or a flat fee). Under CCQ art. 1375, both parties must perform their obligations in good faith throughout the contractual relationship. The agreement should address moral rights (droits moraux) under s. 14.1 of the Copyright Act — the author retains the right of integrity and attribution even after licensing economic rights. Registraire des entreprises du Quebec registration may be required if the licence involves a registered business name or trademark. The Superior Court of Quebec and the Court of Quebec have jurisdiction over licence disputes. Forms-legal.com provides this template as a starting point for Quebec-compliant content licensing.

Bill 96 (An Act respecting French, the official and common language of Quebec, 2022) amended the Charter of the French Language (CQLR c C-11) and significantly affects content licence agreements in Quebec. Under the amended Charter, contracts concluded in Quebec between parties who expressly request an English version must still be drafted in French, or offered in French first. Commercial agreements — including content licences between a business and a Quebec consumer or between two Quebec businesses — must be available in French. The Office quebecois de la langue francaise (OQLF) enforces these obligations and may issue compliance orders. Parties entering content licence agreements in Quebec should confirm that the French version governs in case of inconsistency, or clearly specify the language of interpretation. Revenu Quebec and the Autorite des marches financiers (AMF) also require French-language documentation for regulated financial transactions. Forms-legal.com provides bilingual templates as a starting point.

Under the Copyright Act and CCQ arts. 1377–1456, a content licensee may sublicense the licensed content to third parties only if the licence agreement expressly grants sublicensing rights. Without explicit permission, the right to sublicense does not exist by default — the licensee may only use the content within the scope granted by the original licence. Where sublicensing is permitted, the agreement should specify whether the licensor's prior written approval is required for each sublicence, whether sublicensees are bound by the same terms as the main licence, and how royalties from sublicensing are allocated between licensor and licensee. The Autorite des marches financiers (AMF) supervises certain financial content licences involving investment products. Disputes arising from sublicensing arrangements are adjudicated by the Superior Court of Quebec or the Court of Quebec depending on the amount at issue. Forms-legal.com recommends clearly defining sublicensing rights in every content licence agreement.

When a Quebec content licence agreement expires or is terminated, the licensee must immediately cease all use of the licensed content. Under CCQ art. 1590, the licensor may seek specific performance (cessation of use) and damages for any continued unauthorized use after termination. The licence agreement should specify post-termination obligations: destruction or return of all copies of the content, removal of the content from websites and databases, and written confirmation of compliance. If the licence was exclusive, termination reopens the market for the licensor to grant new licences. Under the Copyright Act, unauthorized use after termination constitutes copyright infringement, giving rise to statutory damages under s. 38.1. The Superior Court of Quebec has jurisdiction over copyright infringement claims in Quebec. Parties should include clear termination notice periods — typically 30 to 90 days — and cure periods for material breaches to avoid disputes before the Court of Appeal of Quebec. Forms-legal.com provides this template as a starting point.