Recitals The recitals of an agreement are often viewed as a perfunctory necessity of little value. While recitals are not mandatory, they...

Many licensors act as resellers for hardware and software vendors. In return for incorporating these third-party products into their...

Scope creep is the extension of functionality or services beyond the vendor’s contractual obligations without the extension being...

An evaluation or pilot license usually involves use of the software in a production environment with real data for a short period of time...

It is common for licensors to warrant that, except as documented, there are no trap doors, time bombs, or disabling devices in the...

As the court in Neon Enterprise Software, LLC v. International Business Machines, 2011 WL 830737, * at 6 (W.D. Tex. Feb. 17, 2011), so...

Have you experienced a delay in receiving your mail or an increase in "lost" mail due to the Covid crisis? I have and it is frustrating....

I am pleased to announce that the American Bar Association has published the Seventh Edition of my book: The Practical Guide to Software...

Trade Secrets (i) What Is a Trade Secret? Trade secrets are another form of intellectual property that can be used to protect software....

Software is a unique technology, in that it comprises rights that are protectable under copyright law, patent law (including both utility...

A contract is considered to be ambiguous “when it is reasonably susceptible to more than one reading.” Reyes v. Metromedia Software,...

Force Majeure (§ 33) Many practitioners fail to focus on the importance of "boilerplate clauses", believing these clauses will never come...

Increasingly, many technology vendors are seeking to incorporate contractual terms reached through hyperlinks into their contractual...

A. Shrink-wrap Licenses Shrink-wrap licenses derive their name from the practice of containing them on (or currently in) a shrink-wrap...

One issue of great concern to licensors is when the licensee seeks to maintain the software through the use of independent service...

As the court in Neon Enterprise Software, LLC v. International Business Machines, 2011 WL 830737, * at 6 (W.D. Tex. Feb. 17, 2011), so...

Service Level Agreements (SLAs) 1. Overview Service level agreements (SLAs) set forth mutually agreed performance metrics to measure...

1. In General The theory of the First Sale Doctrine under the Copyright Act 17 U.S.C. § 101 et. seq. is that an individual who purchases...

Moral rights are the right “to claim authorship of the software, to object to or prevent the modification of any software or to withdraw...

The use of seals arises from ancient times when many people could not read and write. Their “seal” indicted their acceptance or...