Although it seems obvious, with all relevant information about the parties in one place, such as their legal names, the details of the negotiating party, and the legal addresses is a time saver when the final agreement is written. No more last-minute phone calls or emails to get information that should have been exchanged at the first meeting. Although with a less likely local license when the software is provided as a subscription service, the licensee often hosts or has access to personally identifiable information that is controlled by the customer. This may be information about staff or information about their customers. Most U.S. states have laws that require secure processing of personal data, with California and Massachusetts leading the way. And if the personal data contains an identifiable european consideration, all parties must take into account and respect the RGPD. The licensee should at least declare that it is taking appropriate physical, technical and contractual measures to ensure safety. Make sure you get good legal assistance on these issues, as many (and many dollars) may be at stake! If a confidentiality or confidentiality agreement has been entered into by the parties and remains valid for the duration of the licence agreement, nothing else is required. If this has not been done, a section dealing with confidentiality conditions may be included in the license agreement. If the previously agreed confidentiality agreement is weak, it is now time to strengthen it and ensure that these conditions in the licensing agreement prevail over previous agreements.
The following sentence of “Whereasklauseln” is proposed as a guide to the detail of the background of the license. Not all parties use clauses; Some prefer to make basic information a standard set of clauses that follow the language and indicate that “the following terms of agreement” or a similar language. Some use of background information in a contract is recommended because in a short period of time after the conclusion of the agreement and the signed agreement, the negotiators` briefs fade and a brief series of statements on the context of the agreement can become invaluable if the contract is to be interpreted by a court or arbitrator. If training is required, the licensee`s obligation to make it available (when and where) should be indicated. Maintenance and support (fixes, corrected versions, new upgrades/releases, phone advice, online support and/or programming) are almost always required. Thus, either the contract should expose the licensee`s right to assistance, or a separate maintenance contract should be signed at the same time, or the contract should give the licensee the right to enter into a maintenance contract.