Software Contract Agreements

Publication Date	September 2000
Publisher	Thorogood Publishing
Product Type	Book
Pages	513
ISBN Number	1 85418 146 7
Product Code	TGD00002

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£65.00
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Summary

This report represents a thorough explanation of the law combined with expert guidance on negotiating and drafting the best contract for your client.

A clear explanation of the law relating to computer contracts with particular emphasis on software licenses.
A wealth of advice, tips and techniques for successful contract negotiation and drafting.
Leading author: an expert with over 25 years' experience in IP/IT law in a wide range of sectors.
Valuable sample contracts.

This report will help you to:

Explore the need for software licensing and the pros and cons of standard terms and conditions.
Examine the different types of software contracts from software licences through to website development contracts, escrow and trusted third party agreements.
Introduce the various laws and intellectual property rights which underpin and shape computer contracts.
Introduce the various European Union Directives and proposals, which impact or may impact upon computer contracts.
Analyse why and when transactions are significant enough to warrant negotiation and highlights the common mistakes often made in negotiations.
Provide examples of supplier and customer contract negotiation preparation.
Explain the use of Heads of Agreement and details the different terms, conditions and clauses found in software contracts, and where appropriate gives useful examples of such clauses including 'standard warranty', 'limitation of liability' and 'data protection'.
Discuss the necessary software licence provisions from both the supplier's as well as the buyer's point of view.
Is an introduction to negotiation principles.
Highlight some of the negotiation tactics and techniques of suppliers.
Analyse some of the negotiation tactics and techniques of customers.
Suggest a number of creative problem-solving solutions in contract negotiations.
Provide examples of body language and explains its significance in negotiations.
Discuss what a win/win deal is.

This report also features 12 valuable Appendices providing various example contracts and a detailed glossary of useful definitions.

Content

Introduction
- Glossary
- Recommended reading list
Understanding Software Licence Agreements
- What is a Software Licence Agreement?
- What types of software and databases are distributed
- under contract and what laws protect them?
- General comments
- Goals and purposes of parties to a Software Licence Agreement
- Some differences between Software Sale,
- Lease and Licence transactions
- Weaknesses of the Software Licence Concept
Some General Types of Software Licence Agreements
- Developer-publisher licence agreements
- Publisher-distributor licence agreements
- User licence agreements
- Escrow and TTP agreements
- Runtime licence agreements
- Manufacturing licence
- Cross-licensing
- Joint venture licensing
- Core technology licence agreements
- Software conversion agreements
- Database and access software licence agreements
- Maintenance service licence agreements
- Facilities management agreements
- Web site agreements
- Open source licences
- Application service provider licences
Laws and Regulations
- Overview
- Patent law
- Copyright
- Trade secret law
- Trademark law
- Contract law
European Union Law
- Overview
- Competition law
- EC Directive on the Legal Protection of computer programs
- EC Directive on Rental and lending rights and
- certain rights relating to copyright
- EC Directive harmonising the term of protection
- of copyright and certain related rights
- EC Directive on the legal protection of databases
- EC Directive on Unfair Contract Terms
- EC Directive on Electronic Signatures
- EC Directive on Distance Selling of goods and services
- EC Directive on Data Protection
- The U S. Safe Harbor Program
- Article 26 1 of the Directive
- Article 26 2 of the Directive
- Trans Border Data Flow ('TBDF') Agreements
- Moral Rights
- Draft Directive on the Patentability of
- Computer-implemented Inventions
- EC Directive on the Legal Protection of Designs (98/71/EC)
- EC Directive on waste electrical and electronic
- equipment (WEEE) Directive (2002/96/EC)
Focusing on Major Transactions
- What is a major transaction, and why is the
- answer important to you?
- Some common mistakes in major transactions
Preparing for Negotiations
- Provider preparations
- Customer preparations
Preparing The Contracts
- The use of Heads of Agreement
- Checklist of the contents of a typical software licence agreement
- Should efforts be best or reasonable
Necessary Licence Provisions
- Key licence provision from the provider's viewpoint
- Key licence provisions from the customer's viewpoint
Understanding Negotiating Principles
- Introduction
- What is negotiation?
- Why negotiate?
- The Give/Get Principle
- What is a win-win deal?
- Negotiating styles and ethics
- Negotiating Styles
Some Negotiating Tactics of Suppliers
- Overview
- Identify and control the decision makers
- Active listening
- The stone wall
- The 'most favoured customer' clause
- The reluctant retreat
- The company policy
- Tabling tough issues
- Horse trading
- Minimizing customer concerns
- in?uencing the opposition's performance
- Pending price increases
- Time is of the essence
- Acceptance, back door protection
- Challenge customer orientation
- Going around obstacles
- Good guy, bad guy approach
- Control the deal summary sheet
- The old solicitor approval ploy
Customer Negotiating Tactics
- Overview
- The strong attack
- The 'intelligent attack'
- The selected target strategy, with red herrings
- Further customer negotiating tactics
Creative Problem Solving
- Introduction - reduce the issue to economics
- Rede?ning the problem
- Other techniques
- Recognize opportunities
- Borrow ideas
- Look at the forest, not just the trees
- Look for patterns
- Don't ignore the obvious
- Look at the dif?culty differently
- Ask: What if?
- What rules can you break?
- Combine or link ideas
- Change names
- Imagine how someone else would solve the problem
- Notice the positive
- Expect resistance and sell
The Use of Non-Verbals in Negotiation
- Introduction
- Silence - negotiating with yourself
- Body language
- Crossed arms
- The hand over the mouth
- The eyes
- Personal space
- Seating positions
How Do You Define A 'Win-Win' Deal?
- in the US
- De?nitions of variables
Appendicies
A
- Shrink Wrap Licence
  - WARNING
B
- Licence and Service Agreement
  - Terms and Conditions
  - The Schedule
C
- Multimedia Product Licence Anddistribution Agreement
  - SCHEDULE 1
  - SCHEDULE 2
  - SCHEDULE 3
  - SCHEDULE 4
  - SCHEDULE 5
  - SCHEDULE 6
  - SCHEDULE 7
D
- Software Escrow Agreement
  - SCHEDULE 1
  - SCHEDULE 2
  - SCHEDULE 3
E
- Joint Software Development Agreement
  - SCHEDULE A
  - SCHEDULE B
F
- Reciprocal Software Licence Agreement
G
- Software Licence Support and Maintenance Agreement
  - The Schedule
  - ACCEPTANCE CERTIFICATE
H
- TRANS BORDER DATA FLOW AGREEMENT (WITH COMMENTS)
  - SCHEDULE 1
  - SCHEDULE 2
- Invitation to Tender
J
- Sample Open Source Licence
  - on-line binary code license agreement
K
- DATA PROCESSING AGREEMENT (WITH COMMENTS)
  - APPENDIX 1 to the Standard Contractual clauses
  - APPENDIX 2 to the Standard Contractual Clauses
L
- Framework Agreement
  - ANNEX A CHANGE CONTROL PROCEDURE
  - ANNEX B ACCEPTANCE PROCEDURE