Limitation of Liability – To what extent does the contract limit the potential obligations of the parties with respect to the nature of the damage in question? This agreement can be used to regulate the licensing of software by one company to another. Licensor shall not be liable for claims of infringement of right arising out of (a) the use of a replaced or modified version of the Software if the infringement would have been avoided by the use of a current or unchanged version of the Software made available to licensee by Licensor; or (b) the combination, operation or use of the Software with software, hardware or other materials that are not provided by Licensor. In a basic software license agreement, the software manufacturer`s support likely consists of telephone support provided by the vendor`s support department during normal business hours and new versions of the software that offer minor improvements or troubleshooting. Support is usually provided free of charge during the software`s warranty period. Upon expiration of this period, the vendor charges the customer for support and the price is typically a percentage of the vendor`s current software license fee. For each level of support that goes beyond a routine helpdesk or bugfix obligation provided at the expiration of the software warranty, a separate support agreement should be established, setting out the provider`s support obligations, support fees, performance standards (including response times) for support, and penalties for non-compliance with those standards. Care should be taken to ensure that the software support agreement complies with the license agreement. A well-developed license agreement indicates whether the license is permanent, non-refundable, exclusive, worldwide, or enterprise-wide and whether it contains the source code of the software. “Licensed Copies” means the number of copies of the Software and Documentation that are granted to Licensee. “Designed environment” means the computer equipment and software operating system described in Appendix C. Guarantees mean nothing without appropriate corrective measures. Remedies for breach of contracts should be appropriately described. A lawyer can help you determine which remedies may be appropriate.
In some cases, timing is a factor and timelines for quarterly or annual accounts may affect a donor`s willingness to negotiate certain arrangements. For other transactions, the nature or intended use of the software is appropriate for a negotiated transaction. This is more often the case when a lessee considers the transaction to be essential in size, the software is “business-critical” or when there are less viable alternatives on the market. Duration of the agreement – When will the agreement enter into force and when will it expire? As with the standard and premium versions of this document, the basic support rules are included in the main part of the agreement, but there are more details in an attached SLA. In some cases, it may be appropriate to abolish AA and rely on vague and more general support obligations. There is no single form of software license….