I find the idea of using a license for pre-packaged software as a model for
commercial software curious. These licenses have been found to be
unenforceable in some states at least in part. There is a big difference
between a spreadsheet package and software you run your business on.
I find a disclaimer WRT "conformance with documented features " very
questionable. What determines what the buyer is getting if not the
documentation? Something has to.
My experience with both sides of this equation was primarily with a $10
billion computer where experienced legal resources and standard contracts
were available but we still had to negotiate on every deal. Even when I had
a small software house which sold our product through VARs, we engaged an
experienced software lawyer to draw up the contracts. I never felt this was
a do-it-yourself project. Even if you must do it yourself, your questions
are more appropriate in a legal newsgroup.
I can understand the buyer wanting to trigger escrow in the case of
incorrect documentation but I have no idea how you would word this in a
contract to the satisfaction of both parties.
Good luck.
Jim Divoky, EC Solutions, 865-471-5529
----- Original Message -----
From: Ajay K Sanghi <[EMAIL PROTECTED]>
To: <[EMAIL PROTECTED]>
Sent: Tuesday, April 04, 2000 10:30 PM
Subject: Re: escrowing source code
> Thanks Erlend. So, escrowing w.r.t bankrupcy or dropping support for the
> product is clear.
>
> There's one more request the EDI implementing company ("BIG" one) is
making,
> that is to "trigger escrow" in case the documentation accompanying the
> sofware do not "match". In this case, they will send us several reminders
> for meeting/correcting the documented feature and if within reasonable
time
> (1-2-3 months) we are still unable to, then they can trigger the escrow
> account. They say that they will use the source only for supporting their
> clients and will not do anything else with it and will not claim for IPR.
>
> I'll highly appreciate some comment on this. There's total disagreement
with
> them on this one.
>
> I've told them of software being "licensed" and NOT "sold" and a DEVELOPER
> disclaims all warranty w.r.t "merchantibility", "fitness for particular
> use", conformance with documented features etc. and that they are standard
> part of any pre-packaged software license agreement and that our liability
> is limited to only refund of the software they paid for, in case we are
> unable to correct the behaviour.
>
> Their concern is that replacing EDI software is not plug and play and
> therefore rules associtated with "pre-packaged" cannot be applied in it's
> entirety.
>
> Please let me know.
>
> Thank you,
>
> Regards,
>
> Ajay
>
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