SOFTWARE LICENSE
A software license agreement under German and EU law regulates – in addition to agreements on Application Service Providing (ASP) and Software as a Service (SaaS) – the transfer of software.
In addition to software license contract consulting, the focus of Dr. Waltemathe’s German law firm in software law is on disputes resulting from violations of software license contracts under EU and German law. In such conflicts with contractual partners, the law firm represents you out of court and – if necessary – in court in Germany (e.g., application for an injunction or defense against an application for an injunction, legal action for payment, injunction, information and/or damages). The firm represents both international licensees and international licensors. Clients also include IT consulting companies.
In detail:
Software License Agreement Consulting
Ideally, a lawyer legally examines an offer to conclude a new license agreement or to amend an existing one. Based on a needs analysis (and possibly also an inventory analysis), the lawyer identifies and explains the legal risks of the contract. If there are several license models or license metrics to choose from, the respective legal advantages and disadvantages are presented. If the licensee has a choice between products from different licensors, the lawyer will examine which contract structure fits best. Overall, the goal is to find a licensing strategy that is not only technically but also legally appropriate.
If requested by a licensee, the license agreement consultation also includes advice on termination options or possible changes.
Software license audit
In practice, companies often only seek (external) legal advice with regard to software licenses when a conflict with the licensor is imminent or already exists. The starting point here is usually an audit or a survey. A lawyer in Germany can already prepare an audit and help to set legal “guard rails” in advance. As a rule, however, companies only call in legal support when the licensor alleges underlicensing and a commercial solution does not appear to be within reach. This occurs in particular when the parties take different positions on the interpretation of the license terms or price and conditions lists. An example of this is the issue of “indirect use”. In this case, there is an allegation of a license infringement, which in individual cases can result in quite substantial penalties.
Software license negotiation
If there is a stalemate in negotiations about a software license or if there is a dispute about the solution of a problem that has arisen from a software license audit, a lawyer can support the negotiations – if desired and appropriate, also from the background.
Representation in software license infringement litigation in Germany
If performance problems arise that cannot be resolved amicably, or if a termination or amendment of the software license agreement cannot be achieved out of court, the attorney represents the respective party in court in a lawsuit.