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 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  before class.


Review license.grants in class

Assignment 2 – License Grant


Class 3




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



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



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



Class 23



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