New York City Software Lawyers

Software License Agreements That Limit Liability and Contribute to the Bottom Line

For many high-tech companies, their intellectual property is the most important asset of the business and fees derived from licensing are the primary source of income. As a software developer, your company’s profitability and exposure to financial risk are highly dependent upon the terms of your software license and/or implementation agreements. These key legal documents must be drafted with skill and care.

At the law firm of GREENFIELD STEIN & SENIOR, LLP, attorney Alan E. Katz represents major software development companies by drafting software license agreements that reflect the interplay between warranties, indemnifications and limitations of liability. Contact the firm to schedule a consultation.

Software Implementation Agreements

A well-drafted software implementation agreement will:

• Create clear, shared expectations between the developer and the end user regarding the scope of development, identification of the appropriate system specifications and the implementation process for the product to be delivered
• Facilitate effective development and implementation of a software product
• Limit the liability of the developer during development and implementation through final acceptance and thereafter in providing maintenance and support
• Protect the developer’s ongoing proprietary and financial interests in their intellectual property

Create Expectations

A well-drafted software implementation agreement specifies the scope of service, the specifications of the product, and the milestones and timeline for delivery, testing, acceptance and support.

Facilitate Development and Implementation

Software products are often developed in modules, with units being delivered to the end user for acceptance testing in phases. However, phases of development are generally dependent upon each other and require integration. The terms and conditions under which this is achieved or how bugs are remedied must be carefully and thoughtfully spelled out in the agreement.

Limit Your Liability

A software license agreement will address limitations of liability for the developer during both the implementation phase, and from use, misuse, or problems with use of the software product after final acceptance. Problems can also develop when integrating a software product into a legacy system. Limitations on liability for proprietary software products are negotiated in the initial contract phase.

Protect Your Intellectual Property Rights

When developing your end user license agreement, it’s important to protect your intellectual property rights by:

• specifying that all proprietary rights are reserved to and shall remain the sole and exclusive property of licensor as to both the base system and all improvements thereto, all customizations thereof and all upgrades
• reserving the right to defend or settle any patent, trademark, trade secret, copyright or other intellectual property right infringement claims
• restricting the licensee's right to disassemble, decompile or otherwise reverse engineer the licensed software

At GREENFIELD STEIN & SENIOR, LLP,  we draft end user license agreements, software implementation agreements, maintenance and support agreements and escrow agreements that protect our clients’ financial interests in the U.S. and international software licensing arena. Contact our midtown Manhattan law office to speak with a New York City intellectual property attorney who understands your issues.