University of Tennessee College of Law

Software Licensing

Professor: John L. Wood

Textbook: David W. Tollen, The Tech Contracts Handbook (ABA 2015)

Course Description

This class focuses on the challenges of drafting software license agreements by having students draft agreements ranging from the standard end user license agreement through a sophisticated professional software development agreement. Students will also gain an understanding of the issues involved with open source software, including copyleft software, through a review of the most widely used open source license agreements. The class will focus on drafting inside and outside of class with a final group project. Contract Drafting is a prerequisite.

 


 

Class/Date

 

Topic/Assignment

 

Class 1

 

 

Introduction, Review Contract Drafting Style.

Start Copyright/Intellectual Property Lecture.

 

Review Contract Drafting Style handout in class

Assignment 1

 

Class 2

 

Finish Copyright/Intellectual Property Lecture; License Grants; EULA review

Bring two copies of your completed Assignment 1 to class.

Review Assignment 1 in class.

Prior to Class, read the Introduction including the 3 lessons about Contract Drafting in The Tech Contracts Handbook and read Appendix 1. 

 

Read Part 1.A, 1.C and 1.G before class. Review standard EULA from www.techContractsHandbook.com  before class.

 

Review license.grants in class

Assignment 2 – License Grant

 

Class 3

 

 

EULA

Bring two copies of Assignment 2 to class for review.

Review Assignment 2 in class

Finish review of EULA

Assignment 3 - EULA

Class 4

 

 

 

Assignment 2 is due by class time

 

Review Infringement claim letter and develop response 

Assignment 4 – Infringement claim response

 

 

Class 5

 

Bring two copies of EULA to class

Review EULA in class

 

Work on Infringement Claim

Class 6

 

 

Software as a Service Agreement

 

Read Part 1.E before class.

 

 

Bring two copies of infringement claim response

 

EULA is due by 4pm today.

 

Assignment 5 – SAAS agreement

Class 7

 

Individual meetings

Meet through free period

Class 8

 

Bring 2 drafts of Assignment 5 to class.

Review SAAS in class

Infringement Claim Response is due by class.

 

Source code versus Binary Code

 

 

Class 9

 

Source code versus Binary Code

Draft source code license provision in class

Class 10

 

 

Open Source

Read Appendix 2 before class.

 

Assignment 5 is due by class.

 

Class 11

 

Analyze different open source licenses in class.

Split into two groups.  Each group has to discuss the license orally and in writing.

 

Class 12

 

Employment Agreements/Ownership Issues

Read Part 1.D before class

Assignment 6 – Draft Assignment

 

 

Class 13

 

Royalties

Warranties; Limitation of Liability

Read Part II.I, J, and K

 

Bring two copies of Assignment 6 for review

 

 

Class 14

 

Finish Warranties and Limitation of Liability

 

Assignment 7 (Warranty and Limitation of Liability)

 

Assignment 6 is due

 

Class 15

 

Software Escrow

Read Part II.S before class.

 

Service Level Agreements

Read Part II.B before class.

 

 

Class 16

 

BoilerPlate

Read Part III before class.

 

Professional Service Agreements

Read Part 1.F before class.

 

Warranty and indemnity assignment is due. (Assignment 7).

 

 

Spring Break

Class 17

 

Simulation Briefing.

Review Schedule

Explain how groups will work

Client interview

 

Review LOI.

 

 

Class 18

 

Meet with each group for 25 minutes

 

Class 19

 

Negotiate LOI

Class 20

 

LOI is due

Work on agreements in class

Class 21

 

First draft of professional services agreement is due

Meet with each group for 25 minutes

Class 22

 

Negotiate

Class 23

 

Negotiate

Class 24

 

First draft of remaining agreements is due

Meet with each group for 25 minutes

Class 25

 

Meet with each group for 25 minutes