15. Checklist of Key Issues


15. Checklist of Key Issues

The following is a checklist of the key issues presented in this chapter:

  • Carefully check the definitions of all defined terms.

  • Ensure the ownership provision does not adversely impact the licensee's ability to protect its own intellectual property or prejudice its rights in a potential litigation with the vendor.

  • Limitation of actions provisions should be made applicable to both parties and the limitation period should not be less than two or three years.

  • Force majeure provisions should be not be a "get out of jail free card" for vendors. These provisions should be limited to true acts of God and include a termination right for the licensee in the event of prolonged interruptions in service.

  • Integration clauses limit the "deal" to the four corners of the license agreement. If the licensee is relying on any oral representations by the vendor or any vendor documentation, those items should be specifically incorporated into the agreement.

  • Include language to avoid later shrink-wrap agreements from conflicting with or, even, overriding the license agreement.

  • The license agreement is a valuable asset of the licensee. As such, the licensee should have a right to assign the agreement to a successor entity or an affiliate.

  • If the software provides critical functionality to the licensee, the licensee should consider requiring the vendor to place the source code for the software into escrow with a third party.

  • If the licensor will be providing implementation services, include a change control provision to address later changes in the scope of those services.

  • If the licensee is contemplating outsourcing all or any portion of its information technology infrastructure, it should include a specific provision in the license permitting outsourcing of the application to licensee's third party designate and that there will be no additional license, support, or other fees associated with the outsourcing.

  • Avoid broad commitments to serve as a referral site for the vendor. Require that all marketing materials containing the licensee's name be submitted to the licensee for approval.

  • If the vendor will have access to the licensee's facilities, the vendor should be required to schedule all visits in advance with the licensee and comply with the licensee's access and security requirements.




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
ISBN: 1587623692
EAN: N/A
Year: 2004
Pages: 56

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