Don't Forget About Moral Rights
Moral rights are the right “to claim authorship of the software, to object to or prevent the modification of any software or to withdraw...
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wardclassen
- Jan 19, 2019
- 2 min
SEALS: 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...
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wardclassen
- Jan 1, 2019
- 5 min
Good Faith Efforts and Best Efforts: Is There Really Any Difference?
1. General Licensees often seek to require the licensor to exercise its “best efforts” in performing the licensor’s obligations under...
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wardclassen
- Dec 7, 2018
- 4 min
NDAs are Important for Licensees as well as Licensors!
Proprietary information agreements, also known as confidentiality agreements or nondisclosure agreements, are essential when dealing with...
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wardclassen
- Nov 1, 2018
- 2 min
Yes . . . Most Favored Customer Provisions Are Enforceable
Many practitioners argue that "most favored customer" provisions in license agreements are impossible to enforce as the terms of every...
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wardclassen
- Oct 15, 2018
- 4 min
Yes, Escrow Agreements are Important!
Escrow agreements are usually entered into to protect the licensee by providing access to the licensed software’s source code in the...
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wardclassen
- Sep 24, 2018
- 2 min
Do Not Overlook Definitions!
The “Definitions” section of an agreement and the definitions contained therein are one of the most important but overlooked parts of an...
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wardclassen
- Aug 9, 2018
- 3 min
Audit Software: Beware of Trojan Horses
Software licenses frequently contain language allowing the licensor to install, “audit software” within the licensee’s production...
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wardclassen
- Jul 20, 2018
- 5 min
Establishing the Parameters of the Audit
The provisions for any audit should be carefully negotiated and incorporated into the governing agreement to avoid future disputes. In...
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wardclassen
- Jul 11, 2018
- 2 min
Recitals and Headings: Why do we Care?
1. Recitals The recitals of an agreement are often viewed as a perfunctory necessity of little value. While recitals are not mandatory,...
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wardclassen
- Mar 15, 2018
- 2 min
Prohibitions on Assignment: Are They Absolute?
Licensors often seek to limit the assignability of their software licenses to ensure the sanctity of their software, prevent the license...
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wardclassen
- Mar 15, 2018
- 2 min
SAP UK Ltd. v. Diageo Great Britain Ltd. [2017] EWHC 189 (TCC) Case No: HT-2015-000340
A recent case, SAP UK Ltd. v. Diageo Great Britain Ltd., emphasizes the importance of thoroughly understanding how a licensee will...
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