Voted Best Answer
Jul 08, 2017 - 05:41 AM
- what are the license metrics and definitions. If not held in the contract, where are they held?
- if the metrics and definitions are held elsewhere such as a vendor website, can the definitions change, how do you determine which version of the use rights applies?
- how many licenses have been purchased
- what is the definition of the licensee, and are affiliates or third parties allowed to use and any geo restrictions
- is there an audit clause and what does it say? E.g., notice, who can audit, what data needs to be held, penalty provisions etc
- are there any "reverse audit" clauses giving the licensee and rights over the licensor
- IP Indemnity; does the licensor warrant that they own all the IP and that they will defend the licensee in the event of a copyright or patent claim (surprisingly a couple of big vendors don't)
- what external documents are referenced, e.g. Support terms, click wraps, use rights etc
- is there an "entire agreement" clause
- does the agreement specify how it can be amended; e.g. Specifically exclude side letters etc
i'm sure I've missed some stuff, but that's what comes to mind initially