Don’t cross the (payment) streams
This week’s musings on tech contracts… “Don’t cross the streams,” says Egon in Ghostbusters (the 1984 original). “It would be bad.” Venkman asks why, and Egon says: “Try to imagine all life as you know it stopping instantaneously and every molecule in your body exploding at the speed of light.” In other words, “total protonic […]
Updates and Errors, The Tech Contracts Handbook
The third edition of the Tech Contracts Handbook (2021) remains quite up to date. (And it’s a huge bestseller: among the top three from ABA Publishing and regularly in the #1 spot on Amazon for Computer and Internet Law, Science and Technology Law, etc. – though catching up to The Lord of the Rings still […]
What IP should come with gen-AI outputs?
This week’s musings on tech contracts… What IP rights should customers get to outputs from generative AI? This article answers that question for both customers and gen-AI providers. No-Contest and License Customers often look for assignments of IP rights, but there’s really nothing to assign – at least if the provider knows what it’s doing. […]
Two key safety valves for contracts with distributors
This week’s musings on tech contracts Here are two tips for software distribution contracts. They’re for any software provider retaining another company as a distributor. That includes value-added reseller (VAR) and original equipment manufacturer (OEM) deals. If you get a percentage of distributor revenues, set a minimum royalty. Imagine you get a 20% royalty on […]
Don’t grant a license to SaaS, AIaaS, or other cloud services
Many software-as-a-service (SaaS) contracts grant a “license” to the vendor’s software. So do a lot of other cloud services agreements – on offerings like PaaS and AIaaS (artificial intelligence as-a-service). That’s a mistake, at least in the U.S. and jurisdictions with similar copyright laws. Licenses authorize reproduction of on-premise software (generally). Customers don’t reproduce SaaS […]
Invoices and Disputed Payments
Provider shall submit itemized invoices to Customer, and payments will be due within 30 days of Provider’s transmission of the invoice. For payments past due, Customer shall pay Provider interest at lesser of __% per month or the highest rate available under applicable law, due on the due date of the next invoice. • • • Payments […]
Sales Taxes and Similar Duties
Amounts due under this Agreement are payable to Provider without deduction for any tax, tariff, duty, or assessment imposed by any government authority (national, state, provincial, or local), including without limitation any sales, use, excise, ad valorem, property, withholding, or value-added tax, whether or not withheld at the source (collectively, “Sales Tax”). Except as forbidden […]
Distributors’ and Resellers’ Payments
Distributor shall pay Provider a royalty of __ % of gross revenues actually received from End Customers; provided such royalty will not fall below $___ per copy of the Software distributed, regardless of the revenues collected by Distributor, including without limitation if Distributor collects no revenues. On the ______ business day of each calendar quarter, […]
Customers’ Fees
Customer shall pay Provider a fee of $___________ (the “License Fee”) by 15th day of each calendar month for its rights to the Software during the following calendar month, granted in Section __ (License). • • • Customer shall pay Provider $_______ (the “Subscription Fee”) for each Subscription Period. No new Subscription Period will go into effect unless such […]
Staff Ownership Transfers
Provider shall require that all its employees and contractors in any way involved in creating the Deliverables execute agreements with Customer in the form attached hereto as Attachment __ (Staff Transfer). Provider shall reasonably cooperate with Customer in assuring such employees’ and contractors’ compliance with the terms of Attachment __. • • • Provider shall ensure that […]