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Protecting and Exploiting Software
Protecting and Exploiting Software - and overview of the contractual issues
(This document was first produced in 2006)
1. What rights do you own in software?
Copyright
- Arises automatically on creation of the software.
- Owned by individual developer OR, where developer is employed, the developer's employee.
Patents
- May occasionally be available in limited circumstances. N.B. rules as to what may be patented vary considerably depending on territory.
- Must apply for a patent.
- Substantial fees may be involved.
- Owned by successful applicant.
2. What software related contracts are there?
Assignment
- For use when ownership of the software code is to be transferred to the ‘Assignee'.
Licence
- For use when ‘Licensees' are to be allowed to use the software, but ownership.
-
Can
include restrictions on use, e.g.
- Number of users
- Territory
- Time period
- Purpose
- Can be exclusive, sole or non-exclusive.
- Services Agreement
- ASP
- OEM
- Support and Maintenance
- Escro
3. Sale vs. Licence
Assignment is the contractual mechanism for "selling" software
Sample Clause
Key features/issues
4. Licence vs. Service
5. Service/Facility
6. Other software related contracts
7. Generally applicable contractual issues