MLSs and brokers that wish to distribute content directly to publishers need to establish legal agreements with those publishers. REDPLAN has been working for several months to create a Model Content License Agreement (MCLA) so MLSs and brokers can get a much better value exchange than they’ve been getting in the mostly-boilerplate publisher agreements they have signed to date.
REDPLAN has had incredible support for the Model Content License Agreement and has been working closely with several industry attorneys (including those from the publishers, MLSs, brokers, and independent attorneys), MLS executives, some members of the Realty Alliance, and others to improve upon the existing publisher agreements. This model agreement does not replace the use of an attorney to negotiate a contract, but it should expedite the process, reducing costs and improving outcomes for all parties.
As part of the review and comment period for this version of the CLA there have been some comments that, “This doesn’t look like an MLS-drafted license agreement”. They’re right – it’s not. The MCLA is meant to be a compromise between what MLSs used to able to get in such agreements years ago and what they’ve been signing with publishers to-date – again, something better than what they’ve been signing over the past year or two. Some of the objections have been what we consider to be very out of step with today’s reality. For example, one blog called for agreements to disallow:
- Paid placement for listings. This is much of how the major publishers (like Realtor.com) make money – we don’t see this changing for any MLS or broker.
- Estimates of value. Zillow has been doing that since 2006 in every market and consumers love it. Again, we don’t see that going away.
- Agent reviews. Anyone who has been reading the news has seen that agent reviews are gaining ground with publishers, brokers, MLSs, and others – it’s not a trend we’re going to stop.
- FSBO co-mingling. Again, we’ve seen this in various forms on some publisher sites for a long time. We’ve put some “labelling” and “trumping” controls into the model agreement, but most publishers are going to get listings from multiple sources, either directly or indirectly from the consumer. Some publishers are happy to not include FSBOs already, so this point is moot for them.
Whether you use this Model Content License Agreement (MCLA) as a starting point or not, you’re welcome to negotiate any of these points, or others.
Many protections are built into the body of the MCLA, and detailed language has been crafted to address fair display guidelines including, but not limited to:
- Always displaying the listing agent and brokerage
- Clearly identifying all parties
- Not re-syndicating
- Keeping information current
- Prioritizing feeds
- Displaying source and copyright
- Sharing traffic information
- Providing unbiased display
Using This Agreement in Whole or Part
REDPLAN has been working on the MCLA for hundreds of hours in consultation with industry attorneys, and we anticipate that we are going to have to put in many more hours maintaining and evolving this contract over the next few years. So, there is a minor cost for non-REDLAN members to use this agreement. There are two ways to license this agreement:
- The MCLA is available to members of the non-profit REDPLAN (http://red-plan.org) as a member benefit. REDPLAN’s volunteer attorneys will continue to help in managing the document and administrating improvements to the model agreement. There is no charge for REDPLAN members to use this agreement in whole or part.
- Non-REDPLAN-member organizations can license all or part of the agreement for $500 paid to REDPLAN.
Of course, MLSs are free to not license this agreement and can start with a blank sheet of paper, publisher boilerplate agreements, or their existing license agreements to create their own starting point for negotiation with the publishers, hiring an attorney to start from any of those points. But, we think you will find that the MCLA will be a superior starting point, and that the cost will be far less than the other approaches.
To obtain a copy of the MCLA and its accompanying license agreement, please complete the following form. Then, if you intend to use the agreement in whole or part, please complete and return the license agreement. Non-REDPLAN members will be invoiced.