Summary of David W. Tollen's The Tech Contracts Handbook

By IRB Media

Please note: This is a companion version & not the original book. Book Preview:

#1 A license grants the customer rights to copy software or to exploit it in other ways. It leaves ownership with the vendor. A license is like a rental agreement. The customer gets to use the software, but not share it or modify it.

#2 The customer should always get the right to use the software. Reproduction rights, on the other hand, are not always necessary. If the vendor delivers ten copies and the customer only needs ten, the license does not need the right to reproduce.

#3 The license for client-server software allows a fixed number of users, not individuals. It may allow 60 users at a time, but it means 15 designated users can access the software.

#4 The end user license should list certain rights not granted. The customer shouldn’t be able to distribute, modify, or publicly display or perform the software. The customer shouldn’t be able to sublicense its rights to anyone else.

• Language: English
• Publisher: IRB Media
• Release date: Apr 27, 2022
• ISBN: 9781669395959

IRB Media

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Insights on David W. Tollen's The Tech Contracts Handbook

Contents

Insights from Chapter 1

Insights from Chapter 2

Insights from Chapter 3

Insights from Chapter 1

#1

A license grants the customer rights to copy software or to exploit it in other ways. It leaves ownership with the vendor. A license is like a rental agreement. The customer gets to use the software, but not share it or modify it.

#2

The customer should always get the right to use the software. Reproduction rights, on the other hand, are not always necessary. If the vendor delivers ten copies and the customer only needs ten, the license does not need the right to reproduce.

#3

The license for client-server software allows a fixed number of users, not individuals. It may allow 60 users at a time, but it means 15 designated users can access the software.

#4

The end user license should list certain rights not granted. The customer shouldn’t be able to distribute, modify, or publicly display or perform the software. The customer shouldn’t be able to sublicense its rights to anyone else.

#5

A distributor is a person or company that receives software and distributes it to third parties. The contract should clearly define the Software or Licensed Product being licensed - usually in a separate definitions section.

#6

Provided that the Distributor complies with the restrictions set forth in Section __ (Software Restrictions), the Vendor hereby grants the Distributor a non-exclusive, worldwide license to exploit the Software as follows: to distribute the Software, to reproduce and use the Software for sales and marketing purposes, and to the extent necessary to provide technical support to customers of the Distributor’s Product.

#7

The right to distribute may be exclusive or nonexclusive. If it’s exclusive, no one, not even the vendor itself, has the right to distribute within the territory. Some distribution licenses grant the distributor limited rights to reproduce and use the software.

#8

The third example in the clause box above is a sales representation clause, rather than a distribution clause. The distributor markets the software in the territory, but does not distribute it. The vendor signs contracts with the distributor's customers and distributes the software to them.

#9

The distributor should not receive any rights to the software other than those specifically granted in this Section __. The vendor should clarify that it still owns the software and that the distributor receives only the rights specifically granted.

#10

The distributor must exercise commercially reasonable efforts to market and sell the software. If the distributor fails to achieve gross revenues of $_____ from