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:

• Unless the vendor will have no exposure to licensee confidential information, always include a mutual confidentiality provision in the license agreement.

• Ensure the definition of "confidential information" includes all potential information to be disclosed by the licensee to the vendor.

• Ensure the parties' respective employees, contractors, and agents are covered.

• Ensure the confidentiality obligation survives any termination or expiration of the agreement.

• Carve breach of the confidentiality provision out of the limitation of liability.

• Will the vendor be storing critical licensee information and data on its own servers? If so, consider including specific contractual provisions relating to the vendor's security obligations.