Reilly & Co advises Software Developer on licensing of proprietory software into a Multinational
There were the usual problems surrounding insurance types and levels, warranties and indemnities, exclusions and limitations of liability (to include the now commonly negotiated “unlimited liability” aspects) as well as other contractual and some commercial issues but the interesting point here related to the use that the multinational could make of third party software under the agreement i.e. that of my client.
Part of the problem many times is that a standard agreement gets re-negotiated in previous deals and the content of the “original” agreement sometimes gets forgotten in the re-writes – in this case the use to which third party software could be put to was just not acceptable and would have put my client into conflict (and contractual breach) with his existing software partners – in most cases sensible negotiation is the way forward but it is also good to agree certain “red line issues” with the client in advance being those parts of the deal that cannot be moved on – in this case, we could not move because to do so would have meant that the client would have breached existing licence and other agreements and the multinational knew that, so, in the spirit of trying to get a proper deal done with the minimum of fuss they agreed to strike out their provisions and “move on” – this particular deal had the capability to become difficult but the parties remained practical throughout which meant we got it done quickly and with the minimum of fuss and with both sides happy with the outcome.
If you have any contractual issues then please call us to have a no obligation chat – we have years of international commercial experience in dealing with contracts and their negotiation – 023 88 21919 or 085 252 9483 (David Reilly, Principal).