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PLAYBOOK TEMPLATES
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.
Warranties and Representations
Negotiation strategy
Ensure that all warranties are clearly defined and limited to the scope of the licensed IP. Consider including a cap on indemnification to manage potential liabilities.
Negotiate for comprehensive warranties covering IP validity and non-infringement. Seek to include indemnification provisions to protect against third-party claims.
Essential elements
1
IP Validity Warranty
Assures IP rights are valid.
2
Non-Infringement Warranty
Guarantees no IP rights violation.
3
Authority to License
Confirms licensor's licensing rights.
Action framework
ACCEPT
Propose edits if warranties are too broad or lack indemnification caps.
EDIT
Reject if warranties do not cover key IP aspects or lack clarity.
ADD
Add language for indemnification caps and specific IP assurances.
PRO TIP
Always verify the licensor's authority to license and ensure indemnification is capped to limit exposure.
Real-world examples
FAVORABLE
Comprehensive IP Warranty
"The Licensor warrants that it holds all necessary rights, title, and interest in the intellectual property associated with the licensed software, and that the use of the software by the Licensee in accordance with the terms of this Agreement does not infringe upon any third-party intellectual property rights."
NEUTRAL
Standard Non-Infringement Clause
"The Licensor represents and warrants that the licensed software does not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. The Licensor shall indemnify and hold harmless the Licensee from any claims, damages, or expenses arising from any alleged infringement."
UNFAVORABLE
Limited Warranty Scope
"The Licensor provides no warranties regarding the non-infringement of third-party rights."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure warranties are robust and include specific indemnification terms to mitigate potential legal exposure.
Cross-Border Licensing
For cross-border agreements, consider jurisdiction-specific IP laws and adjust warranties to ensure enforceability.
Start-Up Licensors
When dealing with start-up licensors, verify the existence and scope of IP rights thoroughly to avoid future disputes.
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WEEK 3
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