Updates

Let’s agree that later…

Sometimes the difficulty of agreeing what to do at some point in the future prevent the parties to a contract negotiation from concluding the details, and they agree to sit down and finalise the details nearer the time.  But when the time comes, the world has moved on, the parties have very different recollections of what was intended at

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Best and reasonable endeavours

If you are involved in negotiating commercial agreements, you are likely to have come across situations where either you or the other side is unwilling to agree to an absolute obligation (eg “the Distributor undertakes to achieve sales of the Software of at least £1 million in the first 12 months….”), but agrees to use its “reasonable endeavours”, or even “best endeavours”, to do so.

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Selling second hand software

It is usual for a perpetual software licence to be sold on the basis that the licence is non-transferable, ie that the purchaser (licensee) cannot resell or otherwise assign the licence to a third party.  And it was previously thought that the EU principle which prevents the owner of an article from controlling the downstream after-market in the article (the “exhaustion of rights” doctrine) did not apply to software licensed in this way.

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