This practice note examines commonly overlooked clauses in software licensing agreements that can materially increase legal, financial, and operational risk. It focuses on practical ways to identify and mitigate hidden pitfalls in licence scope, audit rights, termination provisions, intellectual property ownership, and evolving technology use models.
This practice note explores the key differences between perpetual (paid-up) software licences and subscription-based models, highlighting their respective advantages and risks. It provides a practical comparison to help businesses decide which licensing approach aligns best with their operational needs and strategic priorities.
This practice note explores the variability in Software-as-a-Service (SaaS) agreements, highlighting why so-called “standard terms” are rarely uniform. It outlines key areas where these agreements differ and explains the implications for clients and providers.
This practice note outlines the scope of common SaaS licensing models, focusing on risk allocation and cost predictability between Per User, Per Device, and Consumption-Based licensing. It provides guidance on choosing the least risky model based on business environment and operational needs.
This practice note outlines the scope and key considerations for software audit clauses in licensing agreements, focusing on balancing vendor rights with licensee protections. It highlights the importance of proportional access and compliance with data privacy regulations.
This practice note explains the scope of software licences and how they can unintentionally function as IP assignments by stealth, highlighting key risks and safeguards for licensors.
This practice note provides an overview of key considerations for managing software licences within group companies, focusing on compliance, contractual strategies, and governance. It aims to assist legal and operational teams in mitigating risks and ensuring effective licence management.
This practice note provides a focused analysis on the limitations and risks associated with 99.9% uptime guarantees in cloud service agreements, particularly relevant to Cloud, Hosting & Managed Services Agreements. It aims to equip negotiators and legal professionals with practical insights to better assess and draft availability SLAs that align with business-critical needs.
This practice note focuses on the practical and legal aspects of step-in rights within IT services agreements, highlighting their role as a safeguard against service disruption. It aims to provide clients with a clear understanding of the benefits, challenges, and best practices for effective implementation.
This practice note focuses on the critical gaps in generic “compliance” language within Data Processing Agreements (DPAs) and highlights the importance of detailed operational safeguards and risk allocation. It aims to equip controllers with practical strategies to ensure enforceable obligations beyond mere legal compliance.
This practice note focuses on the critical issues organizations face when transitioning legacy software licences to cloud environments, emphasizing compliance, risk management, and strategic adaptation. It provides actionable insights to help enterprises align legacy agreements with modern cloud deployment models for smoother digital transformation.
This note focuses on explaining the purpose, typical triggers, and key contractual considerations of source code escrow in software licensing. It highlights how escrow arrangements protect licensees and licensors by ensuring business continuity and managing vendor-related risks.
This note focuses on how software licences define derivative works and the implications for compliance and licensing strategy. It provides a concise overview to help legal teams and developers navigate the complexities of derivative work definitions.
Benchmarking clauses in IT outsourcing promise customers a way to ensure pricing and service levels remain competitive, but in practice they are rarely usable due to procedural hurdles, supplier resistance, and weak remedies. This note explains why benchmarking rights often fail and outlines stronger, more reliable contractual mechanisms for maintaining commercial competitiveness.
This note provides a practical framework for selecting the right software licence type by aligning business models, compliance capacity, and risk appetite. It highlights the strengths and pitfalls of proprietary, open source, subscription, and hybrid licences, helping organizations make informed, jurisdiction neutral choices.