                                 CODE OF VIRGINIA

INTERPRETATION AND REQUIREMENTS FOR GRANT (§ 59.1-503.7)

a. A license grants:

   1. the contractual rights that are expressly described; and

   2. a contractual right to use any informational rights within the
   licensor&#8217;s control at the time of contracting which are necessary in the
   ordinary course to exercise the expressly described rights.

b. If a license expressly limits use of the information or informational rights,
use in any other manner is a breach of contract. In all other cases, a license
contains an implied limitation that the licensee will not use the information or
informational rights otherwise than as described in subsection (a). However, use
inconsistent with this implied limitation is not a breach if it is permitted
under applicable law in the absence of the implied limitation.

c. A party is not entitled to any rights in new versions of, or improvements or
modifications to, information made by the other party. A licensor&#8217;s
agreement to provide new versions, improvements, or modifications requires that
the licensor provide them as developed and made generally commercially available
from time to time by the licensor.

d. Neither party is entitled to receive copies of source code, schematics,
master copy, design material, or other information used by the other party in
creating, developing, or implementing the information.

e. Terms concerning scope must be construed under ordinary principles of
contract interpretation in light of the informational rights and the commercial
context. In addition, the following rules apply:

   1. A grant of &#8220;all possible rights and for all media&#8221; or
   &#8220;all rights and for all media now known or later developed,&#8221; or a
   grant in similar terms, includes all rights then existing or later created by
   law and all uses, media, and methods of distribution or exhibition, whether
   then existing or developed in the future and whether or not anticipated at the
   time of the grant.

   2. A grant of an &#8220;exclusive license,&#8221; or a grant in similar terms,
   means that:

A. for the duration of the license, the licensor will not exercise, and will not
grant to any other person, rights in the same information or informational
rights within the scope of the exclusive grant; and

B. the licensor affirms that it has not previously granted those rights in a
contract in effect when the licensee&#8217;s rights may be exercised.

f. The rules in this section may be varied only by a record that is sufficient
to indicate that a contract has been made and that is:

   1. authenticated by the party against whom enforcement is sought; or

   2. prepared and delivered by one party and adopted by the other under &#xA7;
   59.1-502.8 or &#xA7; 59.1-502.9.

HISTORY: 2000, cc. 101, 996; 2004, c. 794.