Chapter 8: Miscellaneous License Provisions

The chapter presents a discussion of a number of miscellaneous provisions in the vendor form agreement. In addition, we have included several additional "specialty" provisions (e.g., source code escrow, publicity, reference cite, etc.) for potential inclusion in appropriate transactions. While these provisions are characterized as "miscellaneous" license provisions, this should in no way diminish their importance. The reader should be familiar with each of these provisions and their use.

The following sections of the form license agreement are discussed in this Chapter: 1(Definitions), 2.5 (Ownership), 11.3 (Limitation of Actions), 17 (Entire Agreement), and 19 (Assignment).

1. Defined Terms

Licensors often incorporate important material in definitions. If each definition is not read carefully and fully understood, the licensee may inadvertently agree to something that does not reflect its understanding and intent. We have already discussed this issue in the context of the definition of "Licensed Software" in Chapter 3 and the definition of "Documentation" in Chapter 4. Other important definitions appearing frequently in vendor agreements include the following: the definition of "Licensee"; definition of "Authorized Uses," referring to the uses to which the software may be put by the licensee; if the software will be installed on a particular server or at a specific location, the definition of that server or location should be carefully reviewed; the definition of "Acceptance"; and the definition of "Support and Maintenance" and the related definitions of "support hours" and software "bug" or "error."