IN THIS PRACTICE
Intellectual Property
Information Technology and Software Licensing
Schiff Hardin has substantial experience, from the perspective of the client as well as the developer, in negotiating and drafting consulting services agreements for the development and implementation of software and technology systems. We also draft and negotiate software licenses on behalf of both licensors and licensees.
Consulting Companies
Our work for software developers and consultants has included the preparation of numerous agreements commonly used for the provision of various consulting services, including development, implementation, training and testing services. We work with developers to customize solutions in the complex areas of intellectual property ownership, exclusivity, limitations of liability and indemnification. We regularly prepare:
- Development Agreements for the creation of custom software systems
- Turnkey System Agreements
- Implementation Services Agreements for the implementation/installation of software systems
- Consulting Services Agreements
- Support and Maintenance Agreements, including Service Level Agreements
- Joint venture and strategic alliance agreements
- Confidentiality agreements
- Source code escrow agreements
- Software licensing agreements, including click wrap and shrink wrap licenses
- Agreements for the use of databases and online services
Our experience includes helping a telecom consulting services company to standardize all of its forms for consulting and development services. Our work involved meeting with the client to identify the issues most important to the company, such as reuse of developed software routines and infringement indemnification, to develop a simplified contract that could speed up the project bidding and negotiating process.
Clients and Licensees
Our work on behalf of clients and licensees has included review and negotiation of a full range of software licenses and consulting services agreements.
We have many years of experience in negotiating a wide range of software licensing agreements, including enterprise-wide license agreements and application service provider (ASP) agreements, with such vendors as Computer Associates, Oracle (including PeopleSoft and J.D. Edwards), SAP, IBM, Microsoft, Cyborg, Compuware and BMC.
We have regularly negotiated and reviewed service agreements with vendors such as IBM, EDS, SAP, Accenture and Crowe Chisek. We have negotiated development agreements for websites and customer software systems, implementation services agreements for software systems and support and maintenance agreements, including service level agreements.
