Kentucky Checklist — Software License Agreement Provisions: A Comprehensive Guide Introduction: A software license agreement is a legal contract between the software vendor and the end-user, outlining the terms and conditions under which the software can be used. In Kentucky, there are certain provisions that should be included in a software license agreement to ensure compliance with state laws and protect the rights of both parties. This article provides a detailed description of the Kentucky checklist for software license agreement provisions, highlighting the essential elements and different types available. 1. Licensing Terms and Conditions: a. Grant of License: Clearly define the scope and limitations of the license, specifying whether it is a single-user or multi-user license. b. Permitted Use: Describe the authorized use of the software, such as installation, copying, modification, and distribution. c. Termination: Specify the conditions upon which the license can be terminated, such as breach of agreement or non-payment. d. Intellectual Property Rights: Clarify ownership and protection of intellectual property, including copyrights, trademarks, and patents. 2. Fees and Payment Terms: a. License Fees: Outline the charges associated with the license, whether it is a one-time payment or recurring subscription. b. Payment Terms: Define the payment methods, due dates, and any penalties for late or non-payment. c. Taxes: Clarify the responsibilities for paying any applicable taxes, such as sales tax or use tax. 3. Support and Maintenance: a. Technical Support: Specify the level of assistance provided by the vendor, including response time, availability, and contact information. b. Upgrades and Updates: Address the availability and pricing of updates, fixes, and new versions. c. Maintenance and Support Fees: Outline any fees associated with ongoing maintenance and support services. 4. Limited Liability and Warranty: a. Limitation of Liability: Define the maximum liability that the vendor will bear in case of damages or losses caused by the software. b. Disclaimers: Include disclaimers regarding fitness for a particular purpose, merchantability, and non-infringement. c. Warranty Period: Specify the duration of any warranties provided, as well as the remedies available to the end-user in case of defective software. 5. Confidentiality: a. Non-Disclosure Agreement (NDA): Include provisions protecting proprietary and confidential information exchanged between the parties. b. Data Security: Address the steps taken by the vendor to ensure the security and privacy of user data. 6. Governing Law and Dispute Resolution: a. Choice of Law: Specify that the agreement will be governed by the laws of Kentucky, ensuring consistency with state regulations. b. Jurisdiction and Venue: Designate the courts in Kentucky that will have jurisdiction over any legal disputes. c. Arbitration: Include provisions for alternative dispute resolution methods, such as arbitration or mediation. Types of Kentucky Checklist — Software License Agreement Provisions: 1. Standard Software License Agreement: A comprehensive agreement that covers all essential provisions mentioned above, suitable for most software products. 2. Custom Software License Agreement: Tailored to the specific requirements of a software vendor or end-user, addressing unique circumstances or additional provisions. 3. SaaS (Software as a Service) Agreement: Focuses on licensing software hosted in the cloud, covering aspects such as data security, uptime guarantees, and data ownership. Conclusion: Crafting a well-drafted software license agreement is crucial for protecting the interests of both software vendors and end-users in Kentucky. The checklist provided above outlines the key provisions that should be included in such agreements, ensuring compliance with state laws and fostering a mutually beneficial business relationship. Whether opting for a standard agreement or customizing it to meet specific needs, understanding these provisions can help maintain legal clarity and prevent potential disputes.