Software licenses vary significantly by transaction and product. Sales of off-the-shelf product are supported by shrink-wrap and "click-to-accept" licensing formats. Large systems are often supported by complex licensing arrangements that are intensely negotiated by the parties. Regardless of the format, transaction type and product cost, there are several key issues common to all software licensing transactions. One of these issues is the scope of licensing rights and related restrictions such as hardware, office location and purpose of use. A second issue is the definition of the product (e.g. object code, source code, modules). Product acceptance terms are often a very important issue, particularly for complex systems. Warranty provisions are critical as well as implementation schedules, payment terms and confidentiality provisions. Your approach to negotiating these issues will depend upon your position in the transaction as either licensor or licensee.

 

Software License (Favors Licensee)

The Software License favoring the licensee resolves each negotiation issue in favor of the licensee's position.

 

Software License (Favors Licensor)

The Software License favoring the licensor grants a very restrictive license for use of the software, as narrowly defined.

 

Shrinkwrap Software License

The Shrinkwrap License is a two-party arrangement which distributes software to end users who demonstrate their agreement with the license terms by using the software.

 

Multi-Party Software License

The Software License for multiple parties grants the buyer ("corporation") the right to add "affiliates" to the agreement, thereby allowing licenses to issue to such "affiliates."

 

Software License (Standard Terms)

The Software License Agreement for standard terms is structured as a one-page summary of a licensing arrangement which incorporates separately stated Terms and Conditions.

 

Click-To-Accept License