Checklist 3: Strategic Software Relationships :: Laurence Kaye
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CHECKLIST 3 STRATEGIC SOFTWARE RELATIONSHIPS Introduction and Health Warning This is a list of the main provisions that need to be thought about in a strategic software relationship where a software owner is licensing another party to distribute and sell its software. Section 1 applies where there is an evaluation period. If this is not the case, proceed to section 2. Like any such list, it is not exhaustive and would need to be adapted or expanded to meet the needs of each individual deal. It is intended for general guidance and information only and does not constitute legal advice. We recommend that legal advice is sought on any particular deal. 1. Evaluation Period 1.1.
Duration
1.2.
Extension(s)
1.3.
Both parties’ obligations
1.4.
Revenue sharing
1.5.
Costs
1.6.
Criteria to evaluate success
1.7.
Confidentiality
1.8.
Lock-out
1.9.
Ownership of IPR: 1.9.1.
IP introduced by parties
1.9.2.
IP created by each party during Evaluation Period
1.9.3.
IP created jointly by parties
1.10.
Involvement of third parties
1.11.
Termination
1.12.
Termination
1.13.
Effect of termination (if evaluation succeeds/fails
2. Licence 2.1.
Initial Term
2.2.
Renewals, extensions
2.3.
Sole/Exclusive/non-exclusive for all or part of period
Page 2 20 October 2008
2.4.
Field(s) of use
2.5.
Licensed Users
2.6.
Wholesalers/distributors
2.7.
Territory
2.8.
Condition(s) precedent, if any
2.9.
Evaluation and testing, if applicable
2.10.
Demonstration and evaluation licences
2.11.
Non-compete restrictions
2.12.
Revenue: 2.12.1.
Advance (non-refundable, recoupable?)
2.12.2.
Royalties
2.12.3.
Definition of “Net Revenues” for royalty purposes
2.12.4.
Minimum royalties
2.12.5.
Accounting and reporting
2.12.6.
Right of audit
2.13.
Licensor’s obligations
2.14.
IPR ownership
2.15.
IPR in improvements, if applicable
2.16.
Access to source code under source code agreement
2.17.
Form/minimum provisions in end user licences
2.18.
Support and maintenance: 2.18.1.
to Licensee
2.18.2.
to end users
2.19.
Training
2.20.
Marketing and sales support
3. General 3.1.
Warranties
3.2.
Indemnities
3.3.
Conduct of third party claims
3.4.
Exclusions and limitations
3.5.
Termination and effect of termination
Page 3 20 October 2008
3.6.
Dispute resolution
3.7.
Governing law
3.8.
Jurisdiction
Laurence Kaye Laurence Kaye Solicitors © Laurence Kaye 2008 T: 01923 352 117 E: [email protected] www.laurencekaye.com http://laurencekaye.typepad.com/ This checklist is not intended to be exhaustive and it does not constitute or substitute legal advice, which should be sought on a case by case basis. Please feel free to copy or make available this checklist without modification in print or electronic form for noncommercial purposes. If you do so, please include this disclaimer and copyright wording with attribution. If you want to re-publish or make the whole or part of this checklist available in a commercial service or publication, please contact the author at [email protected].
Duration
1.2.
Extension(s)
1.3.
Both parties’ obligations
1.4.
Revenue sharing
1.5.
Costs
1.6.
Criteria to evaluate success
1.7.
Confidentiality
1.8.
Lock-out
1.9.
Ownership of IPR: 1.9.1.
IP introduced by parties
1.9.2.
IP created by each party during Evaluation Period
1.9.3.
IP created jointly by parties
1.10.
Involvement of third parties
1.11.
Termination
1.12.
Termination
1.13.
Effect of termination (if evaluation succeeds/fails
2. Licence 2.1.
Initial Term
2.2.
Renewals, extensions
2.3.
Sole/Exclusive/non-exclusive for all or part of period
Page 2 20 October 2008
2.4.
Field(s) of use
2.5.
Licensed Users
2.6.
Wholesalers/distributors
2.7.
Territory
2.8.
Condition(s) precedent, if any
2.9.
Evaluation and testing, if applicable
2.10.
Demonstration and evaluation licences
2.11.
Non-compete restrictions
2.12.
Revenue: 2.12.1.
Advance (non-refundable, recoupable?)
2.12.2.
Royalties
2.12.3.
Definition of “Net Revenues” for royalty purposes
2.12.4.
Minimum royalties
2.12.5.
Accounting and reporting
2.12.6.
Right of audit
2.13.
Licensor’s obligations
2.14.
IPR ownership
2.15.
IPR in improvements, if applicable
2.16.
Access to source code under source code agreement
2.17.
Form/minimum provisions in end user licences
2.18.
Support and maintenance: 2.18.1.
to Licensee
2.18.2.
to end users
2.19.
Training
2.20.
Marketing and sales support
3. General 3.1.
Warranties
3.2.
Indemnities
3.3.
Conduct of third party claims
3.4.
Exclusions and limitations
3.5.
Termination and effect of termination
Page 3 20 October 2008
3.6.
Dispute resolution
3.7.
Governing law
3.8.
Jurisdiction
Laurence Kaye Laurence Kaye Solicitors © Laurence Kaye 2008 T: 01923 352 117 E: [email protected] www.laurencekaye.com http://laurencekaye.typepad.com/ This checklist is not intended to be exhaustive and it does not constitute or substitute legal advice, which should be sought on a case by case basis. Please feel free to copy or make available this checklist without modification in print or electronic form for noncommercial purposes. If you do so, please include this disclaimer and copyright wording with attribution. If you want to re-publish or make the whole or part of this checklist available in a commercial service or publication, please contact the author at [email protected].
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