Software Licensing Agreement Checklist

If it is a local facility, the license granted must be large enough to allow the licensee to install and use the software on one or more computer systems, copy it as needed (including to run the program and for an appropriate backup) and modify it if necessary. (Copy and change fees should, if necessary, apply to documentation). If the license indicates a processor, it should be clear that the program can be run on each backup or replacement processor. In most cases, the licensee has the right to modify the program so that it is not offensive to replace it with a non-harming substitute (either of its own creation or of a third party – the cover product referred to above) or to recover materials and grant a refund. If such provisions are included, ensure that the modified or replaced software continues to meet the applicable specifications and that the refund is reasonable (for example. B, it should not be a simple refund of the amount paid for the application or the corresponding module if it is indeed an integrated system and if the removal of a single component could render the whole useless or less valuable to the licensee). If you are required to obtain a written disclosure confidentiality agreement, check and approve the form in advance. (IT professionals are often independent contractors and not employees, and many companies must allow their auditors and others to verify their transactions – in short, third-party access may be essential and third-party responses to confidentiality obligations should be taken into account before the licensing agreement admits that all third-party disclosures depend on their acceptance conditions that they have not verified). Although with a less likely local license when the software is provided as a subscription service, the licensee often hosts or has access to personally identifiable information that is controlled by the customer. This may be information about staff or information about their customers. Most U.S.

states have laws that require secure processing of personal data, with California and Massachusetts leading the way. And if the personal data contains an identifiable european consideration, all parties must take into account and respect the RGPD. The licensee should at least declare that it is taking appropriate physical, technical and contractual measures to ensure safety. Make sure you get good legal assistance on these issues, as many (and many dollars) may be at stake! While no checklist can be an exhaustive list of the problems that a software license agreement will address, it can serve as a starting point for the implementation of a software license agreement and a revision of the software contract in general or the preparation of a software license agreement. For more information on software licensing issues, please contact Howard G. Zaharoff. Ideally, the licensee would have the right to transfer the software as part of the sale of the associated hardware.

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