Ideally, the licensee would have the right to transfer the software as part of the sale of the associated hardware. It should at least have the right to award the licence (and maintenance contract) to a company that will succeed it. Software provision – How will the licensee provide the software to the licensee? All contracts benefit from comprehensive and clear definitions (or, if this is not feasible, by referring to clear criteria, such as the assessment of the acceptance of products or services. B) and therefore avoid disputes arising from differences of interpretation. But agreeing on clear and clear definitions can be a challenge, especially in the context of agile development. Most licensees want compensation and additional measures to be used as the licensee`s exclusive remedy in the event of infringement of intellectual property and rights. Some licensees do not accept exclusive remedies for infringements and expect to have all recourse under the software licensing agreement. When evaluating these provisions, there are a number of things that need to be taken into account: the agreement should be clear on what the licensee will provide (for example.B. for local licenses, the licensee may be required to provide computer media containing the program in an executable form or, more likely these days, a password-protected website for downloads. , as well as user documentation of sufficient quality and completeness to enable a competent user to run the program). It should also be clear when they should be delivered or made available. The licensee should have the right to disclose or make available to the software not only its employees and agents, but also the independent contractors it retains, as well as consultants and possibly directors, investors and acquirers (confidential). Sometimes the licensee`s accountants and, in the case of banks, auditors and supervisors, must be disclosed.
Ideally, the licensee`s duty of confidentiality would be limited to informing these individuals that the disclosure is confidential or, at most, requiring these individuals to respect confidentiality (without necessarily having to obtain all signed agreements). If possible, avoid being explicitly responsible for third-party privacy violations (especially regulators and professionals) that allow you to disclose information. We publish and maintain a wide range of legal documentation for software licensing. We have listed the main documents below, with links to website-contracts.co.uk and Docular: our e-commerce sites. While website-contracts.co.uk provides downloadable MS Word documents, Docular lets you edit your document online before downloading it. If used in this agreement, the following terms have the respective meaning that applies to both the singular forms and the plural forms of the defined terms: service providers generally prefer to limit their guarantees, for a good reason. Things can and will go wrong: The software cannot be perfectly developed and bugs and the need for patches are inevitable. In addition, customers often expect, sometimes inappropriately or incorrectly, that the software will be customizable or work effectively with internal or other third-party software. And sometimes they „pinch“ the final product itself, which unintentionally causes problems with its basic functionality.