SERVICES AND SOFTWARE AGREEMENTS

What Is A Software License Agreement?

A software license is an agreement wherein a software owner provides a licensee certain rights in and to the software. Those rights can include the right to use, modify, create derivative works of, distribute or resell software. A software license, and the rights granted therein, are primarily non-exclusive. Non-exclusive rights allow the copyright owner to further grant the same or similar rights in and to the software to additional third parties. An end-user software license is an example of a non-exclusive license; however, it is not uncommon to see an exclusive software distribution license when the software owner distributes software in certain regions of the country using varying distributors. Our Dallas licensing attorneys can assist you in negotiating and drafting your software license agreements.

Why Do You Need A Software License Agreement?

A software license agreement is essential to protect the software from copyright infringement and software misuse. For instance, the source code of a website, mobile application, or software program must have a license to protect a software developer/owner from the following:

• Software is licensed for use and not sold to a user

• Users cannot abuse the software (e.g., hacking, spamming, reverse engineer, etc.)

• License limits the software owner from liability (e.g., not-error free or uninterrupted)

• The license provides the user warranties (e.g., "As-Is," "As Available," or with limited warranties)
  

• Clear Licensed terminations (e.g., software owner can terminate a license without recourse)

At Wilson Legal Group, our software lawyers utilize a team-based approach with access to multiple attorneys with substantive years of experience in many practice areas. Our Dallas software attorneys can assist in drafting and negotiating software licenses, end-user licenses, and software agreements. 

What Is A Master Services Agreement? 

A Master Services Agreement (MSA) is an agreement between two parties wherein one party provides services to the other party pursuant to a statement of work (SOW).  While the MSA provides the general contractual language governing the parties' relationship, the SOW provides the detailed work to be done under the MSA.  An MSA is designed to streamline the contractual process so parties can focus on the work to be done in one or more SOWs governed by the MSA.  All MSAs contain similar terms and conditions to protect the interests of the parties and generally discuss the responsibilities of the parties as well as their overall working relationship: 

• Intellectual Property Rights: Between the two parties, background technology (i.e., pre-owned intellectual property) may be licensed rather than owned, and the MSA will propose a clear transfer of ownership, or joint ownership, of newly created copyrights and intellectual property.

• Limitations of Liability: The MSA will limit and/or shift liability for certain acts or omissions between the parties.

• Payment Obligations: The MSA will explain how and when the parties will invoice and exchange payment.

• Confidentiality: The parties agree to hold certain materials and discussions in confidence for a certain time.

• Dispute Resolution: The MSA outlines how disputes are to be handled, from escalation to upper management within the parties to mediation and/or arbitration.

• Term & Termination : The MSA should always begin and end with specificity.  Equally important to getting into an agreement is knowing how to get out of the agreement.
  

• Statement of Work Format : The MSA will most often include a format of the statement of work (SOW) to be used but not the details of the work to be done.  This SOW template is used as the starting point for all detailed work to be governed by the MSA.

Dallas Software Attorneys



Our Dallas software lawyers can assist you in drafting master services agreements and statements of work and the software licenses and other agreements supporting your product or service. Whether you are a seasoned software developer or just starting with your business, our lawyers are ready to serve your diverse contractual needs.