The Nuts & Bolts of Software Licensing Agreements

Software licensing requires not only good contract drafting and negotiating skills, but also basic knowledge of how software works, applicable terminology, the nuances of authorized use, the real world potential risks of third party claims and business interruption, and the different business models used by licensors to offer their applications and cloud services.   

This course, presented by Barry Werbin, Senior IP Counsel at Herrick, Feinstein LLP, will focus on the basics of software licensing in a business context, proving guidance and sample clauses addressing contractual provisions unique to software licenses, including scope of use, source code escrows, warranties, indemnification, limitations of liability, bankruptcy concerns, support and maintenance (including service level agreements), and relevant copyright issues.  

Learning Objectives:

1. Discuss what "software" is and key terminology, including source code, object code and open source software
2. Consider the different licensor business models, including direct licensing and software-as-a-service (SaaS) or cloud computing
3. Examine key license clauses from the different perspectives of licensor and licensee, such as warranties, indemnification, termination and bankruptcy situations
4. Assess support and maintenance commitments, including service level agreements
5. Review applicable Copyright Act provisions germane to software licensing