Sample Licenses Class

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  1. Types of Agreements
    1. Usage License
    2. EULA (variety of License)
    3. Reseller
    4. OEM
  2. Form of entering into Agreement
    1. Shrinkwrap
    2. Clickwrap
    3. Sign
    4. eSign
  3. Forms of Agreements
    1. Single
    2. Master
      1. SOW’s
      2. Schedules
      3. SLA (Service Level Agreement)
    3. License Agreement/Maintenance/Services/Development
  4. Order of Clauses
    1. Grant
    2. Restriction
    3. Delivery/Acceptance
    4. Support/Mutual obligations
    5. Payment
    6. Confidentiality
    7. Tie in to separate agreement
    8. Warranty
    9. Indemnification
    10. Limitation of Liability
    11. Term
    12. Which terms survive
    13. Definitions
    14. General
  5. When drafting, note:
    1. What this is for
      1. Technology
      2. Relationship (user, reseller, etc.)
    2. Which side you are on
    3. Whether this is going to be negotiated
      1. Are changes are worth the effort to negotiate
        1. Cost of changes
        2. Chance of blowback
      2. Practicalities of negotiation vs. message it sends
    4. Practicalities of Remedy
    5. Amendment/side letter – how does it fit with agreement
  6. Flexibility of change
    1. Change of relationship
      1. SaaS in addition to license
      2. Reseller in addition to use
    2. Systems (supplier 1>supplier 2>you>reseller 1>reseller 2
      1. Flow through of requirements
      2. Amendment of requirements
    3. Mutuality/reciprocal/agreement
    4. Initial position vs. later position
    5. Multiple layers of defense
  7. Review particular terms
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