I am a subcontractor, and we have asserted our data rights in our proposal to the Prime, who has a government contract. We are now negotiating T's&C's, and the Prime is telling me that the language has to specifically state that they "get a license to use our IP in performance of the Prime, and allow third parties to do the same."

I disagreed because I told them we will deliver whatever is a deliverable, and if it contains IP, we have protected it as our own, but they can still use the deliverable to perform there scope and no "license" is needed.

Who is correct here?

1 hour ago, OuterSpace said:

Who is correct here?

Under a government contract, the government may be entitled to specified rights in "data," including rights in subcontractor data. This is a very complicated matter, and no one with any sense will try to answer your question in this forum. The fact that you even asked the question the way that you did indicates that you do not understand this difficult topic. 

If this is an important matter to your company, then you need professional advice. You must consult an attorney who specializes in intellectual property rights under government contracts.

I urge you not to get involved here with people who want to help you. Ignore them. Seek professional advice.

Thank you for the reply. I understand how data rights are allocated under a government contract, how to assert ours, limit the governments, etc. That is not my question. My question is does the Prime need a license to what we deliver that is already protected, in order for them to use the IP in performance of their prime? I dont believe they receive much less Need a license to what we deliver, but am at a standstill with the prime over this. 

38 minutes ago, OuterSpace said:

My question is does the Prime need a license to what we deliver that is already protected, in order for them to use the IP in performance of their prime?

i do not know that answer to that question.  In any case, an answer probably requires more background information from you than you have provided.

Again, I suggest you seek professional advice.