Ownership of Developed Intellectual Property: Part 2
Joint Ownership Another alternative, but one that is less attractive, is to have the licensor and licensee jointly own the custom...
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wardclassen
Jul 5, 20224 min
Ownership of Developed Intellectual Property: Is it Possible to Split the Baby? - Part 1
Ownership of developed intellectual property is often a contentious issue between vendors and customers. Customers almost always argue...
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wardclassen
May 16, 20222 min
Recitals 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...
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wardclassen
Dec 28, 20212 min
Rebates: 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...
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wardclassen
Nov 5, 20212 min
Scope Creep: Death By A Thousand Cuts
Scope creep is the extension of functionality or services beyond the vendor’s contractual obligations without the extension being...
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wardclassen
Jul 14, 20213 min
Evaluation Licenses: Limited Protections for Limited Use
An evaluation or pilot license usually involves use of the software in a production environment with real data for a short period of time...
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wardclassen
Jun 1, 20214 min
Have 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...
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wardclassen
Mar 25, 20213 min
Choose 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...
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wardclassen
Jan 14, 20213 min
Notices Provisions: Not Just Irrelevant Boilerplate
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....
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wardclassen
Nov 5, 20201 min
The 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...
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wardclassen
Sep 24, 20207 min
Intellectual Property Rights Applicable to Software - Part 2
Trade Secrets (i) What Is a Trade Secret? Trade secrets are another form of intellectual property that can be used to protect software....
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wardclassen
Jul 19, 20208 min
Intellectual Property Rights Applicable to Software - Part 1
Software is a unique technology, in that it comprises rights that are protectable under copyright law, patent law (including both utility...
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wardclassen
Jun 15, 20207 min
Avoid Ambiquity
A contract is considered to be ambiguous “when it is reasonably susceptible to more than one reading.” Reyes v. Metromedia Software,...
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wardclassen
Apr 6, 202018 min
Force 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...
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wardclassen
Dec 19, 20196 min
Online Terms and Amendments: Are They Really Enforceable?
Increasingly, many technology vendors are seeking to incorporate contractual terms reached through hyperlinks into their contractual...
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wardclassen
Nov 24, 20197 min
Understanding Alternative Licensing Models
A. Shrink-wrap Licenses Shrink-wrap licenses derive their name from the practice of containing them on (or currently in) a shrink-wrap...
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wardclassen
Sep 14, 20192 min
Independent 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...
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wardclassen
Jun 19, 20193 min
Choose 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...
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wardclassen
May 23, 20196 min
Service Levels: The Devil is in the Details
Service Level Agreements (SLAs) 1. Overview Service level agreements (SLAs) set forth mutually agreed performance metrics to measure...
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wardclassen
Mar 18, 20198 min
The 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...
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