Issue link: http://read.uberflip.com/i/8885
•Under what circumstances, including breach, the agreement can be terminated by either party • What will happen if the agreement is terminated by either party • Assignment: Assignment provisions requiring each party to obtain the other party’s written permission to assign the agreement, with the permission not to be unreasonably withheld • Dispute Resolution: Provisions for resolving disputes (negotiation, mediation, arbitration, etc.) • Governing Law, Jurisdiction: What jurisdiction’s laws will govern the agreement and where disputes will be litigated • Publicity: Agreement not to use the other party’s name in publicity without express written permission. Some firms prefer that the vendor not make any mention of the relationship, written or oral • Notices: How, to whom, and where will notices required under the agreement be transmitted by the parties • Force Majeure: Limitation of responsibilities to perform in the event of circumstances beyond the parties’ control • Severability: If any portion of the agreement is invalid or unenforceable, the rest of the agreement remains in effect • Counterparts: The agreement may be signed on one or more counterparts SOFTWARE LICENSE AGREEMENTS In addition to the provisions expected in all three types of agreements, here is a list of elements to expect in software license agreements: • Software Specifications: Full and clear description of the software and its functionality • License Grant: Clear description of how the software is licensed, to whom, for how many, for how long, and where. (Please refer to License Types and Standard Definitions for a listing of typical types of licenses and standard definitions of each.) We recommend explicitly addressing permissibility of (a) use on shared remote access system (e.g., Citrix); (b) installation in a development/QA lab environment; and (c) additional installation on disaster recovery systems. • License Restrictions: Clear statement of license restrictions, such as: •How the software can be used • Whether there are limits on backup or archival copies •Whether there are limits on rights to make modifications •Whether the license can be sold, transferred, or assigned www.iltanet.org Best Practices in Licensing Agreements 5 • Entire Agreement: The agreement as written represents the entire agreement between the parties