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End-User License Agreement (EULA)

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.

Royalties and Payments

Why This Matters: Disputes over payments are common and can threaten the contract’s viability, making precise royalty and audit provisions critical.

Negotiation strategy

If you're the Licensor:

Ensure that royalty rates are competitive and reflect the value of the licensed technology. Include clear audit rights to verify the accuracy of payments.

If you're the Licensee:

Negotiate for flexible payment schedules that align with cash flow. Limit audit frequency to reduce administrative burden.

Essential elements

1

Royalty Rates

Percentage of net sales.
2

Payment Schedule

Quarterly payments with statements.
3

Audit Rights

Annual audits with notice.

Action framework

ACCEPT

Propose edits if royalty rates or payment terms are unclear or unfavorable.

EDIT

Reject clauses that allow excessive audit frequency or lack clear payment terms.

ADD

Add clauses for verification mechanisms if not present.

PRO TIP

Always ensure that the payment terms are aligned with the business's cash flow and financial planning.

Real-world examples

FAVORABLE

Clear Royalty Rate Clause

"The royalty rate shall be calculated as a percentage of the net sales of the licensed products."
NEUTRAL

Standard Payment Terms

"Payments of royalties shall be made on a quarterly basis, within thirty (30) days following the end of each calendar quarter."
UNFAVORABLE

Ambiguous Audit Rights

"The licensor may audit the licensee's records at any time without notice."

Alternative scenarios & positions

High-Value Contracts

In high-value contracts, ensure that financial terms are robust and include additional verification mechanisms to protect against underpayment.

Start-Up Licensee

For start-ups, consider more lenient payment schedules to accommodate cash flow constraints while maintaining audit rights.

International Agreements

In international agreements, account for currency fluctuations and include terms for currency conversion and payment adjustments.

Access all other DocJuris Playbooks

Launch in days, not months

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.

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