Category: Licensing

Software License Agreements II – Source Code Escrow Agreements

Contracts, Licensing, Technology

So if you are a licensee of a software service or product, which you use internally or you sell (sub-license) to end users,  you’ll want to be sure that there is no interruption in service for the term of the license provided you pay the license fees.  Interruptions in access to the software can come in many forms, sometimes the licensor has issues with the software or its delivery (such as hosting provider’s downtime), and sometimes the licensor is acquired by a larger company that doesn’t pay as much attention to the particular software, or worse, the licensor has financial troubles and either ceases to operate as a going concern or files bankruptcy.  You as a licensee, who needs the software to keep your operations steady or to keep your stream of revenue uninterrupted, will want to ensure that there is no break in the access to the software. Read more

Software License Agreements I – Scope of the License

Contracts, Intellectual Property, Licensing, Software Licenses, Technology

We’ll be looking at the typical items addressed in a business to business software license agreement (as compared to an end user license agreement).  The purpose of a software license between two companies are generally for the licensor, who has valuable software, to set forth how that software may be used by a licensee and the compensation and other items applicable to the licensee’s use.  Read more

Is your Trademark License Agreement really a Franchise Agreement? In New York the answer is “Yes”

Intellectual Property, Licensing, Trademarks

Most companies licensing the use of their trademarks would not think that a simple license agreement, which provides nothing more than use of the trademark in exchange for a fee, would for legal purposes be treated as a franchise agreement.  But if the trademark licensor is in New York then what it thought was a simple trademark license agreement relationship is likely really a franchise arrangement. Read more

Clickwrap License Cases: Patterson v. Compuserve

Internet Law, Licensing, Online Agreements

Compuserve v. Patterson, 89 F.3d 1257 (6th Cir. 1996).

Patterson, a resident of Texas (a lawyer and software programmer), sold his own software to third parties over Compuserve’s system, pursuant to the terms of a clickwrap agreement (where he had to type “I Agree” into various sections of the agreement).

Compuserve began to sell its own software that was similar to Patterson’s and Patterson demanded Compuserve pay him $100,000 as a settlement.  Compuserve then filed a declaratory judgment action in Federal court in Ohio.

Patterson moved to dismiss the action due to alleged lack of personal jurisdiction, claiming he never visited, did business in, or consented to suit in Ohio.

The Sixth Circuit found that making Patterson subject to suit in Ohio due to his acceptance of the clickwrap agreement, a Shareware Registration Agreement, did not violate the due process clause of the United States Constitution.

The Court reasoned that Patterson personally availed himself to do business with Compuserve, and made money doing so, and could therefore have reasonably expected he’d have to defend himself in Ohio due to the terms of the agreement.