If one of the parties can develop a new intellectual property (for example. B adapted code, new code, etc.) When adapting, installing or using the software, ownership and rights must be carefully considered. Most software licensees insist on having modifications and add-ons to their software products, even if you pay for development and sometimes even when you are developing. At least seek the right to freely use what you pay and/or restrict the licensee`s right to use it for third parties, especially for competitors (you would hate to pay for the licensee to develop a tool that they can concede less to their competitors, especially if its use has a competitive advantage). Also consider finding a specific “coverage” to remedy the situation: in other words, if the licensed or subscription product cannot function properly, the licensee would ideally be required to pay the licensee`s fees to obtain a comparable operating system. However, expect an argument about this, especially if similar software does not exist or is extremely expensive. Lawyers or contract specialists are often asked to conduct a “rapid” review of a software licensing agreement on behalf of a potential taker. Below is a checklist and a brief discussion of the most important issues that the listener should consider. Ideally, the licensee would have the right to transfer the software as part of the sale of the associated hardware. It should at least have the right to award the licence (and maintenance contract) to a company that will succeed it.
SaaS solution providers are even less likely to provide source code than local licensees. For critical saaS applications, you should consider a backup resource like Iron Mountain`s SaaSProtect or, as mentioned above, a trust agreement for the source code. The agreement should be clear on what the donor will provide (for example. B for local licenses, the licensee may be required to provide computer media containing the program in an executable form or, more likely these days, a password-protected website for downloads, as well as user documentation of sufficient quality and completeness to enable a competent user to run the program). It should also be clear when they should be delivered or made available. If the hardware is included in the agreement, make sure that the software and hardware guarantees are coordinated and integrated. If the material is dictated by the licensee but purchased directly by the equipment manufacturer, make sure that the licensee (at least secondary) is required to solve problems or (at a minimum) to ensure appropriate cooperation with the licensee at no cost, to ensure that the problems are resolved.