Software Contracts: Key Issues

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

Warranties

  • 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

Indemnification

  • Defend, Indemnify & Hold harmless
  • Type of IP – Patent/copyright/trade secrets/trademark
  • Any financial limitations?
  • Exclusions
  • Remedies

Assignment

  • Consent required?
  • Issues in permitting vendor assignment

Termination

  • Who can? When?
  • Licensee breach: Licensor remedies
  • Licensor’s audit rights
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