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...

1. General Licensees often seek to require the licensor to exercise its “best efforts” in performing the licensor’s obligations under...

Proprietary information agreements, also known as confidentiality agreements or nondisclosure agreements, are essential when dealing with...

Many practitioners argue that "most favored customer" provisions in license agreements are impossible to enforce as the terms of every...

Escrow agreements are usually entered into to protect the licensee by providing access to the licensed software’s source code in the...

The “Definitions” section of an agreement and the definitions contained therein are one of the most important but overlooked parts of an...

Software licenses frequently contain language allowing the licensor to install, “audit software” within the licensee’s production...

The provisions for any audit should be carefully negotiated and incorporated into the governing agreement to avoid future disputes. In...

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

Licensors often seek to limit the assignability of their software licenses to ensure the sanctity of their software, prevent the license...

A recent case, SAP UK Ltd. v. Diageo Great Britain Ltd., emphasizes the importance of thoroughly understanding how a licensee will...