IPR-INSIGHTS CONSULTING AND RESEARCH

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Dr Eszter TelekIPR-Insights Consulting

• Software license agreements

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Software and related materials

• executable code - on media / download from the
  Internet
• software documentation (user guide, operational
  guide etc.) paper / electronic
• license (terms conditions) paper / electronic
• invoice or other documentation about the
  procurement (containing all relevant information
  in line with the license)
• SOFTWARE IS LICENSED NOT SOLD

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License (licensing agreement)

• License is a specific agreement, in which the
  author authorizes the use of his work and
  basically the user is obliged to pay a
  remuneration (license fee) therefore.
• proprietary software (closed source)
• free software (open source)
• semi-free software
• BUT irrespective of remuneration software usage
  have to be licensed by the author (vendor) every
  time

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Closed source software

• commercial software
• freeware
• shareware
• other
• remuneration

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Open source software

• Free software
• GNU GPL
• Etc.

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Forms of software licenses

• Named license with unique ID
• generally agreements which are concluded by the
  consensus of parties
• or other license confirmations (ie. belongs to a
  frame contract etc.), which contains the name of
  the user
• in this case you do not need the invoice for
  certifying legal usage (but you need it for
  accounting purpose!)
• Not named licenses
• retail boxes
• the agreement comes into existence by a real
  action (opening the box etc.)
• in this case you have to own the invoice as well

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Terms of licenses

• Undefined term
• perpetual license
• perpetual license by divided payment
• Defined term
• subscription
• time limited test, evaluation license etc.

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Obligatory provisions

• direct subject detailed rights to use the
  software
• indirect subject exact definition of the work
• so it is a basic requirement that the license
  agreement exactly defines the software and the
  right which is granted by the author to use it

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Extent of the license

• Identified number of software
• pieces and measurment type
• per device
• per server
• per processor
• per user
• per concurrent user
• per transaction (all other type of measures
  besides the above)
• combination of the above types (ie. per
  serverper device MS server CAL model)
• etc.

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Rights of lawful acquirer

• Rights of lawful acquirer granted by the
  Directive
• specific contractual provision can exclude the
  following rights
• copying, adaptation necessary for lawful use,
  including error corrections
• cannot be excluded by contract
• right to create back-up copies
• right of reverse engineering
• right of decompilation

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Possible user rights...

• using secondary computer
• downgrade right (right to use the previous
  versions)
• Alternatively
• Concurrently
• Steps backward
• new version right (right to use the latest
  versions)
• technical support
• training
• etc.

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... and restrictions

• territorial limitations
• limitation of the usable language
• edition limitation
• determination of the hardware
• determination of the user
• limitations regarding to license transfer
  (affiliates, legal succession, outsourcing)
• etc.

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Miscellaneous

• warranty and liability
• termination of contract
• governing law
• arbitration
• etc.

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Supplemental agreements

• Upgrade license
• Update is diferrent (fix, patch, service pack)
• Maintenance agreement
• Support agreement

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Upgrade types

• language
• product (for example to change the edition)
• version
• competitive
• User has to own the base license to the upgrade
  license in order to certify legal usage. (I.e
  upgrade license is an amendment of the original
  license agreement.)

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Typical software licences

• OEM license
• FPP license
• Volume license

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Big vendors typical licensing models

• Customer types
• Levels
• Quantity
• Price
• Discount
• Rights and restrictions
• Good and well-known example Microsoft licensing
  models

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Licensing models of Microsoft

• Perpetual licenses
• FPP (box)
• OEM
• Open Business
• Select
• Open Value
• Open Value Company Wide
• Enterprise Agreement
• Subscriptions
• Open Value Subscription
• Enterprise Agreement Subscription

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MS FPP

• In the box install kit, manual, license (in some
  cases only electronic), registration form are
  included
• Usually you can use only one version of the
  software product
• Licensing terms are set out in the EULA
• There is no end user identifier on the license,
  so you have to own an invoice (as conclusive
  document)
• Its the most expensive way of the software
  procurement

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MS OEM software

• Software can be purchased with hardware
• Operating systems
• Office (usually a special edition)
• Windows Server, SBS
• Usage of one version is permitted only (but there
  is one exception)
• The license is electronic, COA label grants the
  originality
• There is no end user identifier on the license,
  so you have to own an invoice
• Product support provided by the hardware supplier

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MS volume licensing models

• Named licenses
• Usage terms are set out in Product Use Rights
  (PUR) document
• Downgrade right
• Software Assurance

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MS upgrade - Software Assurance (SA)

• It is used instead of earlier VUP, CUP, LUP, PUP
  and UA models
• You are authorized to use the latest versions
  until the agreement terminates
• You can order license (L) or license and software
  assurance (LSA) in Open / Select
• SA is included in OV/OV CW/OVS/EA/EAS
• Select customers can get SA by one-time payment
  or by divided payment
• Renewal is available in the case of continuity
• Extra services can be provided in SA Program
• http//www.microsoft.com/licensing/sa/

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MS Open Business Volume

• Two-year agreement
• Easy program to purchase software licenses
• From 5 licenses it can be required (Business)
• No install kit, no manual (procurable separately)
• Software Assurance can be ordered

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MS Select

• Licensing model for enterprises, only LAR
  partners sell
• Min. 3-year contract
• Customers forecast determine the discount level
• Updated media are provided automatically until
  the agreement terminates
• Educational and evaluation licenses for all
  product
• Software Assurance is available

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MS platform agreements - advantages

• Simplified license management
• The standard computers in the case of Windows,
  Office, and server CALs simplifies the license
  inventory to the number of PCs
• Any version of the licensed software can be used
• One agreement for all license
• Upgrade periods can be handled easily
• Contain the new version of the licensed software
• Installations on demand

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MS Open Value

• Available from 5 licenses
• No minimum reorder
• Monthly order (notification), annual payment
• Price protection is provided from the order to
  the termination of the agreement.
• Types
• Companywide option
• Non-companywide option

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MS Open Value Subscription

• Similar to the Open Value, but the most important
  differences are
• Annual order (notification) and payment
• At least 5 PCs
• Subscription it is not a perpetual license, if
  the agreement terminates, the use right
  terminates as well
• When the OVS agreement terminates, the included
  software products can be purchased with perpetual
  use right or the products can be transferred to
  a new Open Value agreement with SA

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MS Enterprise Agreement

• Perpetual license by divided payment after 3
  years the usage right transfers to the customer
  as a perpetual license
• Educational and evaluation licenses for all the
  products

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MS Enterprise Agreement Subscription

• Similar to the EA, the most important differences
  are
• Subscription it is not a perpetual license, if
  the agreement terminates, the use right
  terminates as well
• When the EAS agreement terminates, the included
  software products can be purchased with perpetual
  use right

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Licensing models of ther software vendors

• Transactional and contractual licensing models
• Adobe
• Corel
• Symantec
• Etc.

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• Thank you for your kind attention!