Software Agreements Line by Line. How to Understand & Change Software Licenses & Contracts to Fit Your Needs

3. Checklist of Key Issues.

The following is a checklist of the key issues presented in this chapter:

• Make sure the vendor's definition of "documentation" includes all possible documents, information, and other materials relating to the software being licensed.

• If the licensee has specific performance, functionality and/or interoperability requirements for the software, those requirements should be incorporated into the agreement. The licensee should not rely on vendor representations that the software will simply do what is in the documentation.

• Reject all language relating to automatic acceptance of applications.

• Except in limited circumstances (e.g., off-the-shelf software, software with which the licensee is already experienced), all software should be subject to acceptance testing. The acceptance testing provision in the license agreement should provide a specific procedure for testing, acceptance, and rejection. If the software fails acceptance testing, the licensee should receive a full refund of all fees paid.

• Always hold back a portion of the license fees until acceptance is achieved.