In addition, software license agreements are rather „dynamic“. For example, licensees may order new products or services or modify existing products or services. Related companies may have the right to order products or services under a framework contract. And there are many other situations that may change the contractual framework or, at the very least, require such a change, but do not yet result in it. If licensee has a separate development/support system and/or backup site, ensure that the rights to install, reproduce, use, control and/or adapt are included. Where a site is listed in the license, it must be clear that licensee may change location (at least anywhere within the United States and other predefined sites) simply by notifying the licensor. (If you need prior notification, make sure there is an exception in case of emergency). In the case of a pre-premise installation, the licence granted should be sufficiently broad for the licensee to install and use the software on one (or more) computer systems, copy it if necessary (including the execution of the programme and to ensure adequate backup) and modify it if necessary. (Reproduction and modification rights, if any, should also apply to the documentation). If the license indicates a CPU, it should be clear that the program can be run on each backup or replacement CPU.
Difficulties may arise if the licensor and licensee interpret the metrics differently, in particular in the case of previous licensing agreements, the wording of which may be outdated and which must apply to new technologies and interfaces in a way that was not foreseen at the time of the initial signing of the contract. SaaS solution providers are even less likely to provide source code than pre-release licensors. For saaS business-critical applications, you should consider a backup resource such as Iron Mountain`s SaaSProtect or, as mentioned above, a source code trust agreement. Also consider looking for a specific „hedging measure“: in other words, if the licensed or subscription product does not function properly, the licensor would ideally be required to pay the licensee`s costs in order to obtain a comparable operating system. But expect a dispute over this, especially when comparable software doesn`t exist or is extremely expensive. The question of remedies must be carefully considered. Once a licensee has installed a system, it can be very difficult or time-consuming to exercise a right of withdrawal and get a refund. (Even in the case of an online service, the time spent studying, negotiating, training, migrating data and acquiring the technologies necessary to implement a new system can make termination very detrimental or impractical for the licensee/subscriber). Therefore, it is usually important to require the licensor to do whatever is necessary to solve the problems.