What Is Software Licensing Agreements

Developers are increasingly using open source components in their products. A problem can occur when a licensee is granted the right to modify and sublicense parts of a program that contains open source code, especially gpL-licensed open source licenses (or other similar “viral” open source licenses). Open source licensors that follow this model require licensees who distribute software containing such open source code to freely license the derivative product, even if it is primarily otherwise proprietary code (although there is still some discussion about the enforceable scope of these clauses). Therefore, before a licensee modifies or redistributes any licensed software, it must determine whether it contains open source code and understand what specific terms may apply with respect to distribution. Ideally, licensee would have the right to transfer the software as part of its sale of the associated hardware. At the very least, it should have the right to assign the license (and maintenance contract) to a successor company. The four sections described above provide only a brief overview of what you can expect from a standard software license agreement. There are a few important clauses you should include to make sure you are well protected, no matter what might happen in the future. While it`s hard to predict everything that may happen, you can take the time to protect yourself as much as possible by including these essential clauses. 12. Confidentiality. Except as otherwise provided in this Agreement, each party agrees that all commercial, technical and financial code, inventions, know-how and information disclosed to that party (“Receiving Party”) by the Disclosing Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that they are identified as confidential at the time of disclosure or received by the Disclosing Party. e.

end as a party due to the nature of the information disclosed and the circumstances of the disclosure. Any information relating to Atlassian`s technology and performance relating to the Software will be considered Atlassian Confidential Information without marking or other designation. Except as expressly permitted herein, the receiving party (1) will keep the Confidential Information confidential and will not disclose it to any third party, and (2) will use the Confidential Information for purposes other than the performance of its obligations and the exercise of its rights under this Agreement. The receiving party may disclose confidential information to its employees, agents, subcontractors and other agents who have a legitimate need to know it, provided that it is bound by confidentiality obligations that protect the disclosing party at least than this Section 12, and that the receiving party remains responsible for its compliance with the terms of this Section 12. The receiving party`s confidentiality obligations do not apply to information that the receiving party may document: (i) was lawfully in its possession or known prior to receipt of the Confidential Information; (ii) is or has become publicly known through no fault of the receiving party; (iii) lawfully obtained by the receiving party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by employees of the receiving party who have not had access to such information….

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