“Sole and Exclusive”

[Updated July 14, 2015: This topic is revisited in this 2012 post and this 2015 post.]

The recent Lawyers Weekly article that I linked to in a previous post contains the following:

The phrase “sole and exclusive license,” for example, is common yet contradictory. “Sole,” on the one hand, means only one person has the legal right to use the product. “Exclusive,” however, actually means only one other person has that right.

The phrase sole and exclusive license certainly occurs in granting language. Here’s a random example plucked from EDGAR:

LGLS hereby grants to GS and GS hereby accepts from LGLS a sole and exclusive license under the LGLS Patents, LGLS Know-How, GLAXO Patents, GLAXO Know-how to use, import, package, sell and offer for sale Products within the Field in the Territory, as well as the exclusive right to use the Trademarks in the Territory in conjunction with the use or sale of Products.

But sole and exclusive is also used with with right, owner, remedy, and doubtless other words. And a couple of IP books I looked at didn’t contain a discussion of sole versus exclusive.

So I’m uncertain about the analysis offered in the Lawyers Weekly article; I think that rather than containing contradiction and raising an issue over which word works best, sole and exclusive is just another example of plain old redundancy, the simplest solution for which is to lop off sole.

What do you licensing types think?

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.