Software Contracts: Key Issues

Software Contracts: Key Issues
One Hour – 9 am PT / 12 noon ET

Software contracts are more complex than ever. Whether it’s on-premises software licensing or acquiring cloud services, it is important to be able to identify, address and negotiate key issues.

The following legal, operational and practical issues that arise in preparing for and negotiating software licenses will be discussed:

  • Primary Distinctions between SaaS (cloud computing) and On-Premises (In-house)
  • Parties to the contract:
    • Authorized users: How the definition impacts who can use and your fees
  • Grant of License and Scope of Use
    • Ensuring the scope is sufficiently broad
    • Common licensor restrictions to be avoid
  • Warranties
    • Do the warranties match the vendor’s proposal?
    • Are minimum hardware and software requirements listed?
    • What warranties should be included?
  • Issues Applicable to Cloud Contracts
    • Service Level Agreements: Uptime; Service Level Credits
    • Data Security: Minimum requirements; Data breach
    • Disaster Recovery/ Business continuity plans
  • Issues Applicable to On-premises Software
    • Maintenance and Support: Mandatory? What is included/excluded? Caps on increases?
    • Severity levels and service level response times
    • If you cancel, can you reinstate? Are there reinstatement fees?
  • Indemnification
    • Defend, Indemnify & Hold harmless
    • Type of IP – Patent/copyright/trade secrets/trademark
    • Financial limitations; exclusions; remedies
  • Assignment
    • Issues for licensee
  • Termination
    • Who can? What circumstances?
    • Remedies

TAKE AWAYS

  • Understand and analyze the legal and operational issues in software licenses
  • Find hidden prohibitions on certain uses and other pitfalls in vendor form licenses
  • Understand the different issues between on premises and cloud software
  • Comprehensive power point slide deck for future reference in negotiating software contracts.

WHO SHOULD ATTEND?  Anyone involved in the supply chain

If you’d like to submit a question for discussion,  please email leslie@marell-lawfirm.com, in advance

Leslie S. Marell

Attorney | Speaker | Developer | Author

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