IP Tech Knowledgy

Software developers and those who integrate and resell a developer’s product should tailor their documentation to the different categories of users and resellers along the distribution chain. One size may not fit all. The developer should consider whose hands the software (or Software as a Service) will pass through before it gets to the user, and a separate license should address how each entity or person along the way is allowed to use the software. The end user should have the right to use the software and not be entitled to manipulate it. If an intermediate distributor is integrating the developer’s software into its own platform, the license should allow for modifications, necessary manipulation, and sublicensing to the end user. If the intermediary reseller is offering the software as a stand-alone component of the reseller’s larger package, the rights granted to this intermediary should likely not allow manipulation, but only sublicensing.  

In any situation where the distribution chain includes more than just the developer and end-user, the agreements should contemplate whether the end-user will receive a license directly from the developer, or if the rights will pass through via a license from the intermediary. Also, consider if the developer or reseller provides the warranty or service level corrections. The language should address both who is responsible for making the software work properly, and who the end-user should look to for those corrections. When a distributor is involved, consider who handles any renewals of the subscription, including how the developer gets paid and what auditing rights it may have.  
 

Ned T. Himmelrich
410-576-4171 • nhimmelrich@gfrlaw.com