Negotiating Software Licensing Agreements



About the Course:

Software is the central nervous system of modern day enterprise. Failure to capably negotiate and draft software contracts can result in system-wide paralysis. Consequences of poorly negotiating and drafting software contracts include overpaying, loss of maintenance and support, having a host of unexpected fees imposed, difficulty in terminating agreements, being forced on an upgrade treadmill, and liability for infringement.

In addition to explaining a wide array of legal issues associated with negotiating software licenses, our course leaders–who were instrumental in negotiating the licensing and settlement agreements on behalf of NTP in NTP v. Research in Motion–discuss practical negotiating issues such as how to gain maximum leverage against your counterparts.

If you don’t know the answers to questions such as these, you really should listen to the webinar:

  • Are agents, affiliates, contractors or outsourcers allowed to use the licensed software?
  • What are common restrictions on the use of software?
  • What risks are associated with software that processes personal information of licensee’s customers or employees? How can you inoculate your company from these risks?
  • How should language revolving around acceptance testing of the software be drafted?
  • How can you negotiate around the issue of the licensor expecting payment penalties to reinstate lapsed or terminated maintenance?
  • What are the key release conditions associated with code or documents that have been escrowed?
  • What are the typical warranties that licensors disclaim? What is the significance of such disclaimers?
  • What are some of the best practices for protecting the confidentiality of information?
  • What are common exceptions to licensors obligation to indemnify for IP infringement? What remedies does the licensor have to resolve such infringement?
  • What is the significance of contract clauses such as:
    • Integration clause?
    • Execution in counterparts?
    • Agreement was jointly prepared?
    • Relation of parties?

Course LeadersTyler Maddry, Partner, Hunton & Williams

Mr. Maddry specializes in licensing and enforcement of intellectual property rights. His practice covers a range of industries, including healthcare, financial services, pharmaceuticals, software, and telecommunications.

Jeffrey L. Harvey, Partner, Hunton & Williams

Mr. Harvey specializes in global outsourcing and technology transactions. His practice focuses on information technology, sourcing and system integration, commercial contracting and general corporate matters.

Michael A. O’Shea, Partner, Hunton & Williams

Mr. O’Shea specializes in patent litigation and patent licensing in virtually every technology, from semiconductors to pharmaceuticals, automobiles to medical instrumentation, and software to specialty chemicals.

Course Length: Approx. 1.5 hours

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