Comments for The Tech Contracts Blog

Comment on Don’t Use License Agreements for Software as a Service by You need to fix your SaaS License Agreement « goodcounsel | legal representation made simple

Tue, 26 Mar 2013 06:03:55 +0000

[...] was going to explain this in some detail, but alas, David Tollen over at The Tech Contracts Blog beat me to it by, oh, about a year and a half. Tollen explains it well, though, so I thank him for saving me the [...]

Comment on Don’t Send Write-Protected Contracts by Andrew Sinclair

Andrew Sinclair — Tue, 05 Mar 2013 21:44:53 +0000

I agree that it’s not productive to send write protected files. I would add that, if receiving a write protected file, it’s better to ask for an unprotected file then to hack the write protection (usually very easy: cut and paste into a new document). If someone asks, “hey do you know how to convert a pdf into a word doc?” they’re usually about to embark on a time consuming reformatting task that will ultimately annoy the other side.

Comment on Instead of a “Feedback License,” Draft a Disclaimer of Idea Restrictions by The Anti-NDA for Idea Submissions (Instead of the “Feedback License”) | The Tech Contracts Blog

Tue, 29 Jan 2013 00:09:00 +0000

[...] much from the would-be licensor. After some kvetching in the comments from Professor Eric Goldman, I suggested a “Disclaimer of Idea Restrictions” instead of a feedback license. Since then, I’ve expanded on that idea and drafted more [...]

Comment on No One Can Own an Idea (So You Don’t Need a “Feedback License”) by The Anti-NDA for Idea Submissions (Instead of the “Feedback License”) | The Tech Contracts Blog

Tue, 29 Jan 2013 00:08:57 +0000

[...] an earlier post, I explained that the standard “feedback license” arises out of a misunderstanding of [...]

Comment on Don’t Send Write-Protected Contracts by Advocate Belson

Advocate Belson — Fri, 25 Jan 2013 01:31:18 +0000

Mutual Trust is very important before getting into the negotation table. Its always noticed that people with mutual trust have succeeded in winning their terms and positions.

Comment on Don’t Use License Agreements for Software as a Service by How to Protect Yourself with a Software Services Agreement | Internet Lawyer - Internet Attorney - Internet Law Firm Texas

Mon, 19 Nov 2012 20:00:44 +0000

[...] /**/Don’t Use License Agreements for Software as a Service [...]

Comment on Don’t Use License Agreements for Software as a Service by SaaS: Software License or Service Agreement? Start with Copyright | Mirsky & Company, PLLC

Mon, 16 Jul 2012 13:01:52 +0000

[...] to undercut an owner’s argument that no license was given in the first place. As David Tollen writes in his “Tech Contracts Blog”, “SaaS customers generally don’t risk suits about copyright [...]

Comment on Instead of a “Feedback License,” Draft a Disclaimer of Idea Restrictions by tonight

tonight — Thu, 28 Jun 2012 20:17:58 +0000

I like this. Feedback licenses are ridiculous.

Comment on Who Should Indemnify Whom, and for What? by Top Financial Risks of Cloud Computing « Just Like Davos

Top Financial Risks of Cloud Computing « Just Like Davos — Wed, 13 Jun 2012 14:07:24 +0000

[...] mitigate financial risks some companies seek indemnification where the cloud provider agrees to take on or share liability of security breach including costs [...]

Comment on Avoid Licenses to “Use” Software by David Tollen

David Tollen — Wed, 28 Mar 2012 23:46:44 +0000

Thanks, HR. The Vernor case actually didn't turn on the rights language in the license at issue---on whether it was a license to "use" or to "reproduce," etc. The court addressed a separate question: the difference between a contract giving the recipient ownership of a copy of software and a contract merely giving a license to that copy. The first sale doctrine applies to the former situation---where the recipient owns its copy---and not to the latter---where the recipient merely gets a license to its copy. Autodesk won (thanks in large part to my former boss at Morrison & Foerster, Mike Jacobs). The court held that Autodesk's contract language gave a license to the copy, not ownership of the copy. In other words, the Vernor court didn't address the issue in my post above: license to "use" vs. license to "reproduce" or exercise other rights of copyright holders. It did talk about a license giving the right to "use" (I think), but the result didn't turn on that issue. The license could just as easily have given a right to "reproduce" one copy, or to "install" one copy (which means roughly the same thing). BTW, Vernor's lesson for software vendors is to draft language that denies recipients ownership of their copy of the software---language that says recipients merely get a license to that copy. In other words, draft copy-ownership vs. copy-license language like the terms Autodesk used in the Vernor case. The Tech Contracts Handbook provides that kind of language, and addresses the first sale issue, in Chapters I.A.2 (simple end-user licenses), I.B.2 (simple distributor licenses), and I.C.1 (all other licenses).