Software Contracts: Key Issues
One hour – 9 am PT/ 12 pm ET
Software contracts are more complex than ever. Whether you’re involved with on-premises software licensing or acquiring Software as a Service, you’ll need to be able to identify, address and negotiate key issues.
In this one-hour webinar, attorney Leslie Marell will discuss the following topics:
Primary Distinctions between
- SaaS (cloud computing) and
- On-Premises (In-house)
Parties to the contract
- Who is the licensor?
- How is licensee defined?
Grant of License and Scope of Use
- Do defined terms limit use?
- Perpetual; fixed term?
- Common restrictions
- Do the warranties match the vendor’s proposal?
- Are the minimum requirements to operate the software listed for hardware, operating systems, and other third-party software?
- What warranties should be included?
Issues Applicable to SaaS
- Service Level Agreements: Uptime; Service Level Credits
- Data Security: Minimum requirements; Data breach: Who is responsible
- Backup; Recovery; Disaster Recovery plans if vendor goes out of business
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 can cancel, can you reinstate? Reinstatement fees? Remedies
- Revocable vs irrevocable license
- Defend, Indemnify & Hold harmless
- Type of IP – Patent/copyright/trade secrets/trademark
- Any financial limitations?
- Consent required?
- Issues in permitting vendor assignment
- Who can? When?
- Licensee breach: Licensor remedies
- Licensor’s audit rights