Honey the Hamster

Licensee should have the right to disclose or make available the Software not only to its employees and agents, but also to independent contractors engaged by Licensee, as well as consultants and possibly directors, investors and acquirers (each subject to confidentiality). Sometimes disclosure must be made to the licensee`s accountants and, in the case of banks, its auditors and regulators. Ideally, Licensee`s obligation of confidentiality is limited to informing such persons that disclosure is confidential or, at most, requiring such persons to respect confidentiality (without necessarily having to obtain agreements signed by all). If possible, avoid being expressly liable for breaches of privacy by third parties (in particular supervisory authorities and professionals) with whom you are allowed to share information. If Licensee maintains a separate development/support system and/or backup site, ensure that appropriate rights to install, reproduce, use, test and/or customize are included. If the license specifies a location, it should be clear that licensee can change the location (at least anywhere in the United States and other predetermined locations) by simply notifying the licensor. (If they require advance notice, make sure there is an exception for emergencies. Ultimately, a software license agreement can be the product of substantial negotiations between the licensor and the licensee. This is more likely to be the case if a licensee has more influence or if the licensor has a strong economic interest in entering into the licensing transaction. While a licensee`s compensation is limited to third-party claims violated by the licensed software. Both parties are required to maintain their liability to third parties, otherwise the infringing party must be prosecuted for infringement of intellectual property rights. When negotiating this clause, Licensor agrees to indemnify for any claim in the event that the Software infringes the intellectual property rights of third parties. If a licensor is willing to indemnify third party claims for intellectual property infringement, a licensor will generally offer closer compensation and will agree to take certain action if an injunction against a licensee`s use of the Software is sought or obtained.

The issue of corrective measures must be carefully considered. Once a licensee has installed a system, it can be very difficult or time-consuming to exercise a right of withdrawal and receive a refund. (Even with an online service, the time spent investigating, negotiating, training, training, migrating data, and acquiring the technology needed to implement a new system can make termination very detrimental or impractical to the licensee or subscriber.) Therefore, it is generally important to require the licensor to make every effort to resolve the issues. In the case of an on-site installation, the license granted must be sufficiently broad to allow Licensee to install and use the Software on one (or more) computer systems, to copy it as necessary (including to run the Program and for adequate backup) and (if necessary) to modify it if necessary. (The right to copy and modify, if granted, should also apply to documentation).) If the license specifies a processor, it should be clear that the program can run on any individual backup or replacement processor. If training is required, licensor`s obligation to provide it (when and where) must be indicated. Maintenance and support (patches, patched versions, new upgrades/releases, phone advice, online support and/or programming services) are almost always required. Therefore, either the agreement should establish the licensee`s right to assistance, or a separate maintenance contract should be signed at the same time, or the agreement should give the licensee the right to enter into a maintenance contract.

See “Remedies” below. The availability of maintenance work must be guaranteed for a certain minimum period, e.B. 3 or 5 years, if possible with a fixed price – e.B. current prices that do not exceed the CPI or a fixed percentage (e.B. 3/5/7% per year). Even to the best of our ability, some of the customer`s expectations may not be met. This can be a guarantee that there are no software errors, no downtime, or other expectations. Licensor negotiates the terms of the Agreement, which includes an exclusion of warranties that would require customer to accept it as is or as available. In general, the licensor should be required to remedy the problems immediately; However, it makes sense that the response times match the severity of the problem. Therefore, ideally, the Licensor should propose a “Service Level Agreement” that requires the Licensor to respond to a system/weakened problem within a very short period of time (para. B example, 1 to 2 hours) and begins to strive to resolve this issue.

to quickly remove a serious obstacle (e.B. 4 hours); and other material defects and defects reasonably and promptly (p.B. 8-hour response and 24-48 hour correction). . . .