Drafting A Software License Agreement

For financial reasons, the licensor may restrict the definition of the lessee. The more advanced the definition of licensee, the more companies or individuals have access to and use the licensed software, which reduces the potential royalties that a licensor can receive. Some license agreements allow licensee`s related companies to use the licensed software. Many such agreements define « related companies » in such a way that they include only the licensee`s parent company and subsidiaries at least 51% owned by the licensee or its parent company, in order to limit the use of the licensed software. While no checklist can be an exhaustive list of issues that a software license agreement will address, it can serve as a starting point for finding a software license agreement and verifying software contracts in general or preparing a draft software license agreement. Licensor shall not be liable for claims of infringement of right arising out of (a) the use of a replaced or modified version of the Software if the infringement would have been avoided by the use of a current or unchanged version of the Software made available to licensee by Licensor; or (b) the combination, operation or use of the Software with software, hardware or other materials that are not provided by Licensor. Limitation of Liability – To what extent does the contract limit the potential obligations of the parties with respect to the nature of the damage in question? Licensor grants Licensee a non-exclusive, non-transferable license to (1) use the Software and Documentation exclusively for its internal operations on the Sites and in the specified environment and (2) copy the Software and Documentation solely for archival or backup purposes, provided that all titles, trademarks and references to copyrights, proprietary rights and limited rights are reproduced in all such copies; and that all copies are subject to the terms of this Agreement. Guarantees mean nothing without adequate remedies. Remedies for breach of contracts should be appropriately described….