Negotiation tactics and techniques specific to software contract agreements. Second, document drafting is often easier when an attorney has the benefit of. Managing a global intellectual property portfolio for an international erp vendor. After all, most people in such positions are well educated and used to dealing with multiple projects having many details in the. Drafting and negotiating international agency and distribution agreements. Drafting contracts in an agile world, and the gymnastics required project management in software is both changing and has changed, and in the last decade the agile method has become dominant. Software license agreements and cloudbased software as service agreements are to ensure that the agreement will allow nyu to use the software, and that the software will perform, to the full extent intended by nyus stakeholder. Negotiating software contracts successfully negotiating a warranty section. Contract considerations for an international license. The telecoms industry is a highly regulated and technical sector. Software as a service saas agreements are often confused with software licenses, but.
Proactively manage the legal and commercial considerations essential for securing a successful international agreement. There are so many aspects to negotiate that you simply cannot address all of them at. Or maybe your business is considering purchasing an addon software package to manage your help desk. Introduction international licensing agreements are very important to the business world, both to the small manufacturer contemplating an initial foray into the world market and to the larger corporation with firmly.
This section introduces and discusses for both licensors and licensees each element of the checklist. So, if you are like most ttos and are using a boilerplate license agreement for. Hes a wellknown speaker and author in the field of information technology agreements and he provides training. Potential risks and remedies involved and how to address as part of a negotiation. You will never get the license agreement your technology deserves. A checklist for negotiating license agreements ip handbook.
Listen as our authoritative panel of attorneys guides you through best practices for drafting and negotiating risk mitigation provisions of licensing agreements. Practising law institute pli has announced the release of their newest treatise title, technologytransactions. How to negotiate a better deal on enterprise software. Legal tips for drafting and negotiating software license agreements enforceability generally. Drafting such an agreement involves planning for and potentially addressing a wide range of technical, economic and legal issues. Commercial and contractual background assignments and licences royalty determination negotiating the licence contract some principles of contract law the licensing agreement. I provide pragmatic legal solutions which reflect your commercial requirements and business needs. Although this list is nonexhaustive these are a few simple things many lawyers will overlook during the drafting phase of license agreements. In our second session on software contracting, presenter matt wilmot will provide guidance for drafting and negotiating software license and development agreements, such as the scope of the license rights being granted including rights to improvements to the software, as well as the important risk allocation provisions indemnification, representations and warranties, and limitations of. Drafting license agreements, fourth edition wolters. Strategies for negotiating licenses intellectual property expert group.
He also teaches it contract drafting and negotiation at the uc berkeley law. A warranty is one of the most important contract provisions in a software contract. In this live webcast, a panel of distinguished professionals and thought leaders assembled by the knowledge group will help the audience understand the common challenges with negotiating and drafting software license agreements and saas contracts. In particular, it details the key techniques for negotiating and drafting better contracts. Links intellectual property and trademark practice includes negotiating and drafting software, trademark, and technology license agreements. Pdf negotiating and analyzing electronic license agreements. With this in mind, it is important for inventors, licensing professionals and intellectual property lawyers. Mark weston is a partner at hill dickinson llp and is the head of information technology, intellectual property and commercial london. With this in mind, it is important for inventors, licensing professionals and intellectual property lawyers to constantly hone their negotiating skills.
A checklist for software license agreements can help simplify the process of drafting and negotiating a software license agreement. Negotiating enterprise licensing and cloud service agreements with microsoft. Consequences of poorly negotiating and drafting software contracts include overpaying, loss of maintenance and support, having a host of unexpected fees imposed, difficulty in terminating agreements, being forced on an upgrade treadmill, and liability. Stay away from the negotiating table a general principle in negotiations is. A checklist to aid in negotiating a licensing agreement, much less to aid in actually preparing and writing the agreement itself, may sound like a simplistic tool to an experienced negotiator or contract attorney. Advanced licensing agreements 2020 ny practising law. Negotiating and drafting key provisions structuring contracts to allocate risk, avoid legal pitfalls, and minimize liability todays faculty features. Negotiating and drafting it agreements sound strategies and practical approaches. Successfully negotiating software license agreements. Its a clausebyclause how to guide on software licenses and technology services agreements, covering the issues at stake and offering negotiation tips and sample contract language.
Practical and interactive exercises brochure download. In a world that is increasingly focused on technological innovation, technology transactions. Our practice is focused on structuring, negotiating and drafting business transactions. Negotiating and drafting commercial contracts for the. The implications of cloudbased software and the risks associated with a data breach. Counsel to customers and vendors must understand the key clauses that should be included in software development agreements and common challenges with drafting and negotiating the contracts in order to provide useful guidance to clients. Require disclosure exception in software license agreements for embedded software. Understanding the challenges of negotiating and drafting watertight contracts, on an international level is complex, to say the very least. Negotiating licensing agreements cle webinar strafford. Bodle law provides english legal advice to business customers and suppliers on uk and international software agreements i have more than 14 years experience advising on, drafting, negotiating and dealing with international software contract issues.
Termination of agreement miscellaneous terms pooling agreements and package licences computer software licensing agreements research and development contracts legal liability of technology licensors for defective products or processes section d. Although software companies typically start from their standard boilerplate license. A twoday seminar designed to explain what it contracts are, how and why they. Strategies for negotiating licenses by david wanetick1 you will never get the license agreement your technology deserves. Get the right kind of license grant the heart of any software license agreement is the provision granting the licensee the right to use the software. Negotiating and drafting it contracts training course falconbury. Drafting and negotiating a one billion dollar software development, licensing and implementation project with an erp vendor, a big three automaker and an international manufacturer and distributor of heavy equipment. We are more than business lawyers, we are also business advisors and trusted members of your teambut without the financial commitment. This handbook is for both lawyers and businesspeople, including contract managers, procurement officers, corporate counsel, salespeople, and anyone else. Failure to capably negotiate and draft software contracts can result in systemwide paralysis. A practical guide to drafting and negotiating commercial agreements provides the reader with the tools. Ten tips for negotiating software license agreements.
Whether negotiating a complex crosslicense of intellectual property rights or drafting a supplier agreement, practitioners should consider the license provisions and practice notes discussed below to ensure that a partys licensing objectives are. Drafting and negotiating software contracts, part 1 part 1. In this practical reference, 23 renowned experts provide indepth licensing knowhow, drafting techniques, timesaving clauses and provisions, fulllength model license agreements, and guidance on international agreements, hybrid licenses, enforcement, litigation, confidentiality, technology. Understanding, drafting and negotiating technology contracts.
Software license agreements checklist software contract. An abiding it myth is that negotiating a steep discount on software licensing agreements slas is easist at the end of the fiscal year when reps for leading software vendors are scrambling to. This comprehensive program will feature updates on current legal developments, present case studies highlighting best practices, discuss tactics for negotiating frequently contested issues, and provide guidance on. These contracts can be difficult for even the most well equipped inhouse lawyer and more often it is not the lawyers in the driving seat. Negotiating styles, ethics, and elements of a winwin deal negotiating styles prevalent in a number of countries ethics in negotiations interactive analysis of the key elements in a winwin deal. Software development agreements are unique and technical contracts that involve a great deal of risk. The pace of change in the international business environment and intellectual property. Attendees will learn the key issues in negotiating and drafting a license agreement with their software vendor. A software license negotiation is a complex process where a licensor and licensee seek to establish a relationship allowing the use of certain intellectual property, namely licensors software.
We also help founders start their companies, grow their businesses, reduce their risks and achieve their goals. In addition to the scope and limits of a license agreement, gustavus will discuss. Legal protection of technical information and trade marks section a. Cloud computing agreements, software licenses, and other it contracts, for lawyers and businesspeople, 2nd ed.
This twovolume deskset comes complete with a cdrom containing all the forms. Software contract agreements training course falconbury. The need for software licensing and the pros and cons of standard contract. Negotiating software contracts successfully negotiating. Software contracts and negotiating international software licenses and data. Where this is the case, there is an additional reason for drafting detailed contracts. This chapter provides a road map for licensing professionals to identify the most common terms, contractual obligations, and other provisions that are likely to be encountered in crafting a license agreement. In a software negotiating situation, its essential the negotiation team be armed with data from a few key, yet reliable sources, such as a strong discovery tool and the relevant license information. Explores the need for software licensing and the pros and cons of standard terms and conditions. Mark joined the firm from matthew arnold and baldwin llp where for 12 years he was a partner and head of the commercial, intellectual property and information technology group, before which he spent several years at baker mckenzie. Knowledge is king for software licensing negotiations. Drafting and negotiating forms and agreements includes an overview of computer technology, featuring a unique computer law glossary, and keeps you up to date on the latest legislative developments and significant state and federal court decisions. A practice note discussing the key issues to consider when negotiating and drafting software license agreements. For an international contract, it is imperative to utilize the laws of the.
Ten tips for negotiating software license agreements your business is buying a multimilliondollar enterprise resource planning software package that will take years to implement. A practical guide to drafting and negotiating commercial agreements. Examines the different types of software contracts from software. Drafting and negotiating software contracts, part 1. Texas state bar corporate counsel section networking cle. If your work requires you to draft license agreements. When negotiating and drafting license agreements, both sides must carefully choose their language and avoid boilerplate provisions that can have severe unintended consequences. Software license agreements are becoming more complex and as the economy slows, competition brings negotiation. Negotiation of certain provisions to help to reduce licensees liability. The negotiation team can then compare their facts to the vendors facts and identify where inconsistencies lie in.
Negotiating and drafting software license agreements. Legal tips for drafting and negotiating software license. Emphasis is placed on agricultural technology licenses. Examining software provider negotiating strategies and tactics. Saas softwareasaservice and other cloud services agreements. Since most people engaged in deal making are involved in multiple deals at the same time, important aspects can be forgotten or. Like i said earlier, negotiating a licensing agreement is a lengthy process. Module three negotiating an effective technology solutionagreement. Before the negotiating began fred smith had his minions voice his steadfast resolve to. Licensors sole expense in, the defense and all related negotiations.
Negotiating and drafting it contracts training course. Negotiating and drafting license agreements online cle course. Object code versus source code license agreements the extent of upgradeupdate rights included in. Friedberg discusses the fundamental provisions of the license agreement, while providing real world examples and insights on skillful drafting techniques. Attorney david tollen is the author of the american bar associations bestselling manual on technology contracts, the tech contracts handbook. In this practical reference, 23 renowned experts provide indepth licensing knowhow, drafting techniques, timesaving clauses and provisions, fulllength model license agreements, and guidance on international agreements, hybrid licenses, enforcement, litigation, confidentiality, technology and the internet, and more. Unless you, or someone on your team, has experience in negotiating licensing agreements, you risk falling into one of the three most egregious business term pitfalls in standard licensing.