A Tactical Take on the gap between what’s promised and what’s signed
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Tactical Takes: Three Things to Watch in a Software License
To go along with our latest Tactical Takes video, here are a few quick thoughts on reviewing software licensing agreements. Software licenses tend to get signed in a hurry. The deal is agreed, the procurement team wants the tool live, and the contract feels like a formality. It isn't. A license is the document that decides what happens when something goes wrong, and a few clauses do most of the heavy lifting. Don't Be Penny Wise and Pound Foolish The most common mistake is skipping legal review to save a few hours of fees. Hire a lawyer. The cost of having counsel read the agreement before you sign is small next to the cost of discovering a one-sided term after a dispute has already started. Trying to save money up front by going without review is the textbook example of being penny wise and pound foolish—the savings are tiny and the exposure is not. Read the Dispute Resolution and Choice of Law Clauses Two clauses quietly decide how painful any future fight will be. The dispute resolution clause tells you how and where a disagreement gets resolved—court or arbitration, and in which location. That can mean the difference between a manageable process close to home and traveling across the country (or to another country) to be heard. The choice of law clause tells you whose law applies to interpret the agreement. The same contract language can produce very different outcomes depending on which jurisdiction's rules govern it. Neither clause feels important when everything is going well, which is exactly why they get ignored. Read them before you sign, because you don't get to renegotiate them once a problem appears. Always Check the Limitation of Liability Finally, look hard at the limitation of liability. This is where the vendor caps what it can be held responsible for—often limiting damages to the fees you paid and excluding the consequential losses (lost revenue, downtime, data issues) that usually hurt the most. If the software fails and the cap is low, that clause defines the most you can recover. Make sure the ceiling matches the real risk to your business. None of this is complicated, but it's easy to skip. Spend a little time on these three areas—and a little money on good counsel—and you'll avoid the surprises that show up far too late. This article is general information, not legal advice. For guidance on a specific agreement, talk to a qualified attorney. At Tactical Law Group, we believe businesses make stronger decisions when they have access to clear and practical information. That’s why we’re excited to launch Tactical Talks: a new video series created to provide quick, approachable insights on contracts, licensing disputes, software audits, business risk, and other legal issues that organizations of all sizes may encounter.
Leading the conversation is Pam Fulmer, Founder and Managing Partner of Tactical Law Group LLP. Pam has been practicing law since 1991 and founded Tactical Law Group with a mission to help support businesses navigating increasingly complex legal and contractual landscapes. Over the years, she has worked with organizations of all sizes and understands how overwhelming contracts, software and other vendor agreements, audits, and legal terminology can feel for business leaders who are simply trying to make informed decisions and protect their organizations. Through Tactical Talks, Pam is sharing some of that knowledge in a way that is practical, accessible, and easy to understand. Each Tactical Talks episode will be short (around five minutes ) and focused on providing quick takeaways companies can apply immediately. Topics will include things to watch for before signing contracts, common agreement pitfalls, software audit concerns, risk management considerations, areas where we often see disputes arise, and other real world business issues. To complement each episode, we will also release a companion blog series called Tactical Takes. While Tactical Talks delivers the quick overview, Tactical Takes will go deeper into the details and explore the finer points, additional considerations, examples, and “nitty gritty” behind each topic. Our goal is simple: Help in-house counsel and business leaders to feel more informed, prepared, and confident when navigating important decisions for their companies. Whether you are in-house counsel, a small or medium size business owner or multinational corporation, executive leader, IT professional, procurement specialist, or simply someone trying to better understand the agreements your organization is signing, we hope this series becomes a valuable resource for you and your team. We’re excited to have you along for the conversation. Disclaimer: Tactical Talks and Tactical Takes are provided for informational purposes only and should not be considered legal advice. Viewing this content does not create an attorney-client relationship. For legal guidance specific to your situation, please contact Tactical Law Group directly. Hosted by Marketing Director Maddy Szymanski and Tactical Law Group Managing Partner, Pam Fulmer, Tactical Talks delivers quick, practical insights designed to help in-house counsel and business owners navigate legal and business considerations with greater confidence |
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