An EULA specifies the terms under which end users may access and use software products. This playbook guides counsel through critical clauses on license scope, restrictions, warranties, and limitations of liability.
Why This Matters: Unclear ownership can lead to disputes over improvements or derivative works, undermining the value of the licensed IP.
Negotiation strategy
If you're the Licensor:
Ensure that all rights to the core IP and any improvements are retained. Clearly define the scope of the licensee's rights to prevent unauthorized use.
If you're the Licensee:
Negotiate for a non-exclusive, royalty-free license to use any new developments. Ensure the rights are sufficient for operational needs without overstepping licensor's ownership.
Essential elements
1
Ownership of Intellectual Property
Licensor retains all IP rights.
2
Improvements and Derivative Works
Licensee assigns improvements to Licensor.
3
Licensee's Rights to New Developments
Non-exclusive use of new developments.
Action framework
ACCEPT
Propose edits if the clause does not clearly allocate rights to improvements.
EDIT
Reject if the clause undermines core IP rights.
ADD
Add language to clarify ownership and rights allocation.
PRO TIP
Always ensure that the licensor's core IP rights are protected while allowing the licensee reasonable use.
Real-world examples
FAVORABLE
Clear IP Ownership Clause
"The Licensor shall retain all rights, title, and interest in and to the Licensed IP, including any and all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein."
NEUTRAL
Basic IP Rights Allocation
"The Licensee acknowledges that it shall not acquire any rights, title, or interest in or to the Licensed IP except as expressly set forth in this Agreement."
UNFAVORABLE
Ambiguous IP Rights
"The Licensee may use the Licensed IP as needed, with no clear restrictions on improvements or derivative works."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that all improvements are clearly assigned to the licensor to mitigate potential disputes.
Joint Development Agreements
In joint development, negotiate shared ownership or clear assignment of improvements to avoid future conflicts.
International Licensing
Consider jurisdictional differences in IP laws when drafting clauses for international agreements.
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
Not another CLM
Tackle everything your team needs using existing IT without expensive consultants, outrageous user licensing fees, or complex coding. DocJuris takes on the heavy lift and delivers your requirements with its people, process, and technology.
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DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.