Books: e-Licences and Software Contracts - Law, Practice and Precedents

By Robert Bond
Publisher: Butterworths
Price: £95

Contrary to my expectations, e-licences and software contracts contains relatively little law. And rather than focusing on the intricate details of IT law, Bond has homed in on the commercial aspects of reviewing, drafting and negotiating software contracts.
As such, this book is likely to appeal to the in-house lawyer who deals with such contracts and to IT professionals who are involved in the negotiation process (and perhaps all-round commercial lawyers who want an insight into the treacherous world of IT), rather than the die-hard IT lawyers.
The book begins with an explanation of the different arrangements under which software licences are granted. Throughout this book, Bond is at pains to explain the commercial advantages or disadvantages to each type of arrangement. This is usually well phrased, although on occasion repetitious.
Bond then takes the reader on a whistle-stop tour of relevant laws, including an overview of intellectual property law, as well as a brief glance at specific European Commission Directives, including those on database rights, distance selling and e-commerce.
These are brief overviews, as Bond is keen to move on to what is really the main section of this book – the negotiation and drafting processes.
Bond describes at length how the customer or supplier can improve their negotiating position through advance preparation, including the planning of a negotiation strategy and the use of consultants. It is in this section that this book will come into its own for anyone not used to software contracts, negotiating contracts or both.
Bond goes through most of the clauses you would expect to find in a typical software licence agreement, lists some of the relevant issues and, with the more major clauses, details what each side would want to get out of such a clause.
Almost as an afterthought, Bond includes a section on ‘creative problem solving’, and he provides advice on negotiation techniques and reading the other party’s body language.
Roughly half the book is taken up by the precedents, which include of different licence arrangements, service agreements, software development agreements and a linking agreement. Helpfully, these are also supplied on CD-rom. These were generally clear, although at some points too brief – the boilerplate clauses could have been more fleshed out.
The book is generally jargon-free, and what jargon is there is explained in a fairly extensive glossary. In short, a useful book for those, particularly non-lawyers, wanting an understanding of how software agreements are put together and how to negotiate them.
Jonathan Dickson is a solicitor in the commercial department of Berwin Leighton.