Many software-as-a-service (SaaS) contracts grant a "license" to the vendor's software. That's a mistake. Licenses authorize making copies of on-premise software. Customers don't copy SaaS, so they don't need a... read more →
Enrollment for our Spring Tech Contracts Master Class series is now live: Four online classes, taught by industry expert David Tollen –Prime Clauses (April 18), General Clauses (April 25), Key Liability Terms (May 9), End-Game and Special Clauses (May... read more →
Students and trainees often ask me how long a warranty of function should last. And contract negotiators regularly debate it. Someone should do a thorough survey, but in the absence... read more →
“Don’t cross the streams,” says Egon in Ghostbusters (the 1984 original). “It would be bad.” Why? “Try to imagine all life as you know it stopping instantaneously and every molecule... read more →
Some intellectual property indemnities exclude claims about IP registered after the contract's effective date. The tech provider argues that it shouldn't be responsible for IP it didn't know about when... read more →
Here's a typical grant of rights from a software end-user license agreement (EULA): Provider hereby grants Customer a license to use 30 copies of the Software. Common though that clause... read more →
Contract drafters regularly confuse cloud services with traditional products and services. They approach software-as-a-service (aka SaaS) and other cloud services as if they were either software products or old-style services,... read more →
The Tech Contracts Handbook warns website operators not to rely on browsewraps: contracts posted online without a click-to-agree requirement. In fact, the book warns against any contract executed or even... read more →
There is no universally accepted industry standard that defines key terms like “cloud computing,” “software-as-a-service,” “platform-as-as-service,” or “infrastructure-as-a-service.” Experts disagree on these terms’ definitions, and that points to the need... read more →
Colin Levy just posted an interview with our founder, David Tollen. Colin is corporate counsel at Salary.com, and he runs a great blog about legal innovation and legal technology, at... read more →
Many software-as-a-service (SaaS) contracts grant a "license" to use the vendor's software. That's a mistake. Licenses authorize making copies of on-premise software. SaaS isn't copied, so it doesn't need a... read more →
By David W. Tollen This is the fifth in a series of five posts on Open Source in Software Procurement. Click here for the prior post, and click here for the... read more →
By David W. Tollen This is the fourth in a series of five posts on Open Source in Software Procurement. Click here for the prior post, and click here for the intro, which... read more →
By David W. Tollen This is the third in a series of five posts on Open Source in Software Procurement. Click here for the prior post, and click here for the... read more →
By David W. Tollen This is the second of five posts in a series called Open Source in Software Procurement. Click here for the first/introductory post. Open source software is software... read more →
Contract drafters rarely understand open source software (OSS). They see it as a threat, so when they're buying software, they try to exclude OSS from their vendors' products. In most... read more →
We’ve posted a new contract in the forms library — and it’s available in MS Word (no charge, as always). It's meant to serve as a customer's primary contract for... read more →
We've posted a new contract in the forms library -- and it's available to you in MS Word (no charge, as always). The new form is a mobile app terms... read more →
This article is a report I prepared for one of the parties in litigation outside the United States. I served as what American courts would call an expert witness. This... read more →
Managing and sharing big data creates technical challenges unlike anything found in traditional data-sharing relationships. But big data contracts don’t involve a whole new field of legal knowledge. If you’ve... read more →
A lot of software licenses grant the recipient the right to "use" software. But the use license springs from a misunderstanding of copyright law. As a result, it's not clear.... read more →
In last week's post, I addressed the myth of idea ownership. I explained that no one can own an abstract idea. I also argued that, therefore, no one needs a... read more →
Technology companies often worry about ownership of ideas they hear. If a contractor or partner gives us an idea, do we need a license to use it? What if it's... read more →
Most IT contract drafters know the difference between a software license agreement and a technology services contract. In a license, the customer gets rights to copy and use software, while... read more →
