wardclassen2 days ago2 minRecitals and Headings: More Important Than You Think!Recitals The recitals of an agreement are often viewed as a perfunctory necessity of little value. While recitals are not mandatory, they...
wardclassenDec 28, 20212 minRebates: Who Doesn't Like "Free" Money?Many licensors act as resellers for hardware and software vendors. In return for incorporating these third-party products into their...
wardclassenNov 5, 20212 minScope Creep: Death By A Thousand CutsScope creep is the extension of functionality or services beyond the vendor’s contractual obligations without the extension being...
wardclassenJul 14, 20213 minEvaluation Licenses: Limited Protections for Limited UseAn evaluation or pilot license usually involves use of the software in a production environment with real data for a short period of time...
wardclassenJun 1, 20214 minHave you Vaccinated your Agreement? Disabling Code, Trap Doors, Viruses, and the Like It is common for licensors to warrant that, except as documented, there are no trap doors, time bombs, or disabling devices in the...
wardclassenMar 25, 20213 minChoose Your Words Carefully!As the court in Neon Enterprise Software, LLC v. International Business Machines, 2011 WL 830737, * at 6 (W.D. Tex. Feb. 17, 2011), so...
wardclassenJan 14, 20213 minNotices Provisions: Not Just Irrelevant BoilerplateHave 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....
wardclassenNov 5, 20201 minThe Seventh Edition is Here!I am pleased to announce that the American Bar Association has published the Seventh Edition of my book: The Practical Guide to Software...
wardclassenSep 24, 20207 minIntellectual Property Rights Applicable to Software - Part 2Trade Secrets (i) What Is a Trade Secret? Trade secrets are another form of intellectual property that can be used to protect software....
wardclassenJul 19, 20208 minIntellectual Property Rights Applicable to Software - Part 1Software is a unique technology, in that it comprises rights that are protectable under copyright law, patent law (including both utility...
wardclassenJun 15, 20207 minAvoid AmbiquityA contract is considered to be ambiguous “when it is reasonably susceptible to more than one reading.” Reyes v. Metromedia Software,...
wardclassenApr 6, 202018 minForce Majeure: Boilerplate IS Really Important!Force Majeure (§ 33) Many practitioners fail to focus on the importance of "boilerplate clauses", believing these clauses will never come...
wardclassenDec 19, 20196 minOnline Terms and Amendments: Are They Really Enforceable?Increasingly, many technology vendors are seeking to incorporate contractual terms reached through hyperlinks into their contractual...
wardclassenNov 24, 20197 minUnderstanding Alternative Licensing ModelsA. Shrink-wrap Licenses Shrink-wrap licenses derive their name from the practice of containing them on (or currently in) a shrink-wrap...
wardclassenSep 14, 20192 minIndependent Service Organizations (ISOs)One issue of great concern to licensors is when the licensee seeks to maintain the software through the use of independent service...
wardclassenJun 19, 20193 minChoose Your Words CarefullyAs the court in Neon Enterprise Software, LLC v. International Business Machines, 2011 WL 830737, * at 6 (W.D. Tex. Feb. 17, 2011), so...
wardclassenMay 23, 20196 minService Levels: The Devil is in the DetailsService Level Agreements (SLAs) 1. Overview Service level agreements (SLAs) set forth mutually agreed performance metrics to measure...
wardclassenMar 18, 20198 minThe First Sale Doctrine: Licensee or Owner?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...
wardclassenMar 4, 20195 minDon't Forget About Moral RightsMoral rights are the right “to claim authorship of the software, to object to or prevent the modification of any software or to withdraw...
wardclassenJan 19, 20192 minSEALS: What You Don't Know Can Really Hurt You!The use of seals arises from ancient times when many people could not read and write. Their “seal” indicted their acceptance or...