Table of Contents

software agreements line by line: how to understand & change software licenses & contracts to fit your needs
Software Agreements Line by Line: How to Understand & Change Software Licenses & Contracts to Fit Your Needs
by Michael Overly and James Kalyvas  ISBN:1587620499
Aspatore Books © 2004 (132 pages)

The authors of this text present a comprehensive overview of a contract, detail how it can be manipulated, offer practical solutions to prevent against this and suggest ways in which it might be adapted to meet the needs of the end user.

Table of Contents
Software Agreements Line by Line—How to Understand and Change Software Licenses & Contracts to Fit Your Needs
Chapter 1- The Vendor License
Chapter 2- Checklist for Accessing Software Licenses
Chapter 3- Scope of License and Fees
Chapter 4- Software Specifications and Acceptance Testing
Chapter 5- Warranties, Indemnities, and Limitation of Liability
Chapter 6- Confidentiality and Security
Chapter 7- Maintenance and Support
Chapter 8- Miscellaneous License Provisions
Chapter 9- Managing Technology Across the Enterprise
Part I - Appendices
Appendix A- Cross-Reference of Chapter Discussion of Vendor License Provisions
Appendix B- Internet Resources
Appendix C- Glossary
List of Examples
List of Sidebars

Back Cover

In such a business climate that demands a heightened understanding and keen ability to leverage essential technologies, one must understand every element of an agreement as critical and essential as the software user/vendor contract. As there has long been a disconnect between the express interests of the end user and the objectives of the vendor party in the developing, drafting and executing of such contracts, Software Agreements Line by Line serves to bridge this gap. Taking a standard agreement and breaking it down clause by clause, explaining the nuances of the language and the implications inherent there within, authors Michael Overly and James Kalyvas (partners at Foley & Lardner) present a comprehensive overview of a contract, detail how it can be manipulated, offer practical solutions to prevent against this and suggest ways in which it might be adapted to meet the needs of the end user. A never-before offered glimpse into the often daunting world of these highly-technical agreements, Software Agreements Line by Line highlights the often overlooked, unnoticed and even hidden aspects of authorizing, purchasing and leveraging such business-critical assets. The ability to understand and develop user-friendly software licenses and agreements offers unparalleled advantages for any company invested in, or making decisions around, purchasing software. This book will prove instrumental in rendering any reader an informed user, a more strategic thinker and above all, an empowered consumer.

Software Agreements Line by Line—How to Understand and Change Software Licenses & Contracts to Fit Your Needs

Michael Overly and

James R. Kalyvas

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Published by Aspatore, Inc.

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First Printing, 2004

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Copyright © 2004 by Aspatore, Inc.

All rights reserved. Printed in the United States of America. No part of this publication may be reproduced or distributed in any form or by any means, or stored in a database or retrieval system, except as permitted under Sections 107 or 108 of the United States Copyright Act, without prior written permission of the publisher.

ISBN 1-58762-369-2

ISBN 1-58762-049-9

Library of Congress: 2003116937

Material in this book is for educational purposes only. This book is sold with the understanding that neither any of the authors or the publisher is engaged in rendering medical, legal, accounting, investment, or any other professional service. For legal advice, please consult your personal lawyer.

This book is printed on acid free paper.

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To Amy and Emma: The light at the end of the tunnel.

-Michael Overly

To Julie, Alex, and Zach: For their love and inspiration.

-James Kalyvas


Michael R. Overly is a partner in the e-Business and Information Technology Group in the Los Angeles office of Foley & Lardner. As an attorney, Certified Information Systems Security Professional (CISSP), and former electrical engineer, his practice focuses on counseling clients regarding technology licensing, information security, electronic commerce, and Internet and multimedia law. Mr. Overly writes and speaks frequently on the legal issues of doing business on the Internet, technology in the workplace, e-mail, and electronic evidence. Mr. Overly has written numerous articles on these subjects and has authored chapters in several treatises. He is the author of the best selling e-policy: How to Develop Computer, E-mail, and Internet Guidelines to Protect Your Company and Its Assets (AMACOM 1998), The Open Source Handbook (Pike & Fischer 2003), Overly on Electronic Evidence (West Publishing 2002), and Document Retention in The Electronic Workplace (Pike & Fischer 2001). Mr. Overly can be reached at <>.

James R. Kalyvas is a partner in the Los Angeles office of Foley & Lardner. Mr. Kalyvas is chair of the firm's E-Business & Information Technology Practice and is a member of the firm's Intellectual Property Department. Mr. Kalyvas advises companies, public entities, and associations on the procurement, negotiation, and implementation of information technology. Mr. Kalyvas specializes in structuring technology and business process outsourcing transactions, multi-vendor sourcing strategies, and Enterprise Resource Planning initiatives. He has incorporated his experience in handling billions of dollars of technology transactions into the development of several proprietary tools relating to the effective management of the technology procurement and implementation processes. Mr. Kalyvas is a frequent commentator and speaker on technology trends, enterprise information system strategies, outsourcing, and technology business partner relationships. Mr. Kalyvas can be reached at <>.