150,000 Reasons to Comply With an Open Source Software License

Open source software license agreements allow you to use software for free. They tend to have a few requirements such as provide the source code to customers and transfer modifications to the source code to the community. Look at the license carefully as there are different version with different requirements. Since the license is free, you may feel there is no reason to comply with any of the terms. Since the Read More

Use Recitals to Explain the Deal

A recital section in a Software License is the part that’s supposed to explain the basic deal. They often don’t. They should. Legally, the recital part of a contract has limited effect. The facts stated in the recitals are presumed true. California Evidence Code §622. But this rule excludes terms of consideration. The recitals are often referred to as the “whereas” section because they have a bunch of sentences Read More

Applying the UCC to Software License Agreements

The Uniform Commercial Code is a commercial set of laws that apply in most states. The UCC covers a number of commercial transaction like sales, notes, letters of credits and security interests. While UCC Article 2 applies to the sale of goods, the common notion is it only applies to tangible things like wheat, pigs and shoes. Since software is normally licensed and is intangible technology, many people Read More

Facebook: Getting Electronic Evidence Is Not As Hard As Getting It Admitted

There are many articles on using discovery to obtain electronically stored information. Also known as ESI. Emails, electronic documents like excel spreadsheets, word docs, powerpoint presentation and pdfs are evidence found on computers. Before you ponder the maze required to obtain and analysis ESI, first consider how you are going to get the electronic document into evidence. In the Face book litigation, you may Read More

Software Project Management, Find a Pilot

A long time ago a CEO told me that the reason airplanes don’t crash is because they put a pilot in the front seat behind the windshield. The person in charge is the first to see the consequences of failure.  Well airplanes do crash but probably not as often as if they flew remotely with 10 different people working on the process. What does it look like when there is no pilot? See Charles Babcock’s excellent Read More

Acceptance is a Big Deal in Software License Agreements

A key event in a software license agreement is when the buyer accepts the software. The reason is that date usually triggers the start of the warranty period, the start of support, the term of a term license, and the clock on payment. Variations on these trigger dates abound, but acceptance is a normal triggering event in software license agreement.   SEMI ANNUAL NOTE ON USAGE. This blog uses seller Read More

What Happens to a Software License Agreement in Bankruptcy

When you receive a notice of bankrupcty you normally mentally right off the account. Not so fast if the bankruptcy involves a software license agreement. Unlike an unpaid invoice, a software license agreement has a special life in bankruptcy. The first move is get a bankruptcy attorney where the bankruptcy is filed. The reason is complex. There are technical issues under rules for executory or non executory Read More

Software Support and Warranty Are Not The Same

Why do you need a support agreement when you have a nice warranty? This is a common issue where a customer wants support to start after the warranty ends. That extends the time the seller gets paid for support. The story is while the software is in warranty there is no need for support. Not so. Look at a standard software warranty: “Licensor agrees that the Software will conform to the Documentation for a Read More

Open Source Software is Ok to Use

Several year end deals bogged down over open source code. The reason is buyers have a punch list which says no open source code. This makes sense at first because risk managers do not want the dreaded software that provideds a free license grant for everyone. The standard General Public License (GPL) open source license requires you to grant all your development to the open source community. The software is free Read More

How To Limit Defect Claims Under A Software License Agreement

Where do you start when a customer claims the software is defective. An inherent problem with software is there is nothing to see or touch. The problem is not like a clock that does not tell time. As a result, solving a defective product issue is challenging. Start with establishing what the software should or should not do. The license agreement may be helpful where the warranty is limited to the software Read More