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8

I suppose I should find a decent attorney for this, but I'd like to see if I can find some "free" resources first.

My company is about to release a software product (actually bundled together with hardware as an appliance) and we'll be selling it to companies to measure network latency. I've put together an initial readme/license to comply with the terms of the open source products we use, but I think we need some other terms to put in place some protection for ourselves from unreasonable expectations of the software. I suppose the usual "this software is sold as-is and shouldn't be used for flying airplanes, space shuttles or running nuclear power plants..."

Our product is NOT open source.

Does anyone have any public domain samples of this kind of document?

Alternatively, what are the typical clauses one should put in a license agreement that offer fair protection for both sides?

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5 Answers

up vote 6 down vote accepted

Take a look at Skpe's EULA: http://www.skype.com/legal/eula/

Foxit has a shorter one: http://www.foxitsoftware.com/pdf/rd_eula.htm

The Cisco one might be the most applicable: http://www.cisco.com/en/US/docs/general/warranty/English/EU1KEN_.html

In general, these are all over the map and really depend on your product and the amount of liability you might have. You need to talk to your lawyer about just what you want to protect against.

Another place to check out is http://www.docstoc.com/ You have to pay for the forms but they have an EULA for like $20.

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up vote 2 down vote

As @Jonas says you will need to get a lawyer, and it is well worth doing so, to work with you to determine what clauses you need in your license and to make sure you are properly protected.

After spending a lot of years evolving our license agreements I would offer some big-picture guidance:

  • Don't just start with a huge legal boilerplate that you don't understand and try to edit it. it's better to start clean and build up the clauses you need rather than start from a huge agreement and try to prune what you don't need.
  • Make sure you understand every clause in your license agreement. If you don't understand it will your customers?
  • Don't include things you don't think you need just because the lawyer put it there. Assume you will need to explain to a customer why a specific clause is there and what it's for. If you'd be uncomfortable explaining it to a customer one-on-one then don't put it in.
  • Read the agreement from the customer's perspective. If you were purchasing something under this agreement would it seem fair? Would you be willing to do it? I think sometimes people forget that the license agreement is a representation of your company and it it's unfair it gives the company a bad image.
  • Really think about what you are allowing and not allowing in your agreement. Mean what you say. Don't say the user can't do things that you are actually OK with them doing with the idea that you won't enforce that.

License agreements are rarely as simple as you would like them to be but if you really know why each clause is in there and can explain it you can feel comfortable that the agreement will work for both you and your customers.

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up vote 1 down vote

The Terms of Service for Wordpress.com is available under a Creative Commons Sharealike license.

http://en.wordpress.com/tos/

The company's Privacy Policy is also available, but that doesn't seem like it would apply to your product.

http://automattic.com/privacy/

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Yeah, not really that applicable, I guess it is best just to make our own and run it by an attorney. Thanks for the link. – TimJ♦ Nov 30 '09 at 18:12
up vote 1 down vote

The short answer is, "it depends." If your source were all free and open, and your customers had downloaded it, that would be something different from your affirmative sale and representation as to its "merchantability." That is to say, there are certain warranties that are implied in the sale of a product. The government, for obvious reasons, won't let a merchant disclaim all liability for selling a defective product.

There are different ways to structure (what admittedly) is my vague sense of what you are trying to accomplish. You should find an attorney who is knowledgeable about free and open source software licensing, and has some conception of dual licensing, and the like.

DISCLAIMER: This is not legal advice, and I am not your lawyer.

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Our software is not open source, though we use some open source components. – TimJ♦ Nov 30 '09 at 18:11
up vote 0 down vote

I realize you posted this a few months ago but are you squared away now with your software license agreement?

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I think we are ok - we borrowed heavily form some places. I am sure it could use some professional advice though. – TimJ♦ Oct 18 '10 at 18:00

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