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, 2022
- 4 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, 2022
- 2 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, 2021
- 2 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, 2021
- 2 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, 2021
- 3 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, 2021
- 4 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, 2021
- 3 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, 2021
- 3 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, 2020
- 1 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, 2020
- 7 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, 2020
- 8 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, 2020
- 7 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, 2020
- 18 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, 2019
- 6 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, 2019
- 7 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, 2019
- 2 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, 2019
- 3 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...
9 views0 comments
wardclassen
- May 23, 2019
- 6 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, 2019
- 8 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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