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Selling to large companies can encompass all sorts of possible licensing arrangements, including patent licensing deals, source-code OEM deals, object-code OEM
by grellas 16y ago
Selling to large companies can encompass all sorts of possible licensing arrangements, including patent licensing deals, source-code OEM deals, object-code OEM deals, site licenses, white-label deals, and license/development deals, among others.
Because the deals can vary so widely, the legal agreements that are required will vary as well, making it impossible to rely on any one standard form (of course, a "EULA" in the narrow sense of that term, i.e., the canned form signed by end users of licensed software, is highly standardized but that is not what is involved here).
The kinds of issues that can arise under these variations really go over the board, from who owns rights in various forms of development work that might be done with the licensed technology, to the scope, duration, and limitations of the licenses themselves (source, object, field, site, etc., exclusive, non-exclusive, or some hybrid), to the nature of the distribution arrangements permitted for the licensed technology (stand-alone product versus bundling, channel limitations, etc.) to the nature of the legalese that shifts risks one way or the other in the arrangement (IP infringement warranties, product warranties, liability caps, indemnity provisions).
Thus, from a legal standpoint, this is a complex area that does not easily lend itself to standardized forms.
As a starting point, however, you will be able to find excellent forms for these sorts of agreements by searching the EDGAR filings at sec.gov.