Pub. 57 2016-2017 Issue 1

is a checklist of provisions that should be negotiated in a war- ranty section, and (4) what is a general checklist of provisions that should be included in a warranty section. L i censor ’ s ob j ec t i ves i n a War r an t y section: Licensors typically want to limit what they promise in their warranties as much as possible, and some limit their warran- ties to the most restrictive warranty possible, which is an “as- is” warranty — “The Software is provided ‘as-is’ without any warranties”. This type of warranty should never be accepted, and a warranty like this should always be negotiated for greater protections and promises that the software and services will perform. L i censee ’ s ob j ec t i ves i n a War r an t y section. At the very least, the licensee’s objective in the warranty section should be the following warranties: • Title: That the licensor owns the software or, at least, has a license to use it. • Performance: Simply, that the software will work. • Virus: That the software does not contain any harmful code. However, there are risks in seeking the bare minimum war- ranties listed above. When most licensees see these general warranties, they usually do not negotiate more than what is listed here. Remember, the warranty section is the contract pro- vision dealing with how the software will performand how the services will be performed. These are very important concepts because a whole host of things can go wrong (e.g., there could be errors, downtime, or failure to perform, etc.). Additionally, licensees must realize that software is an integral part of how a company does business. If the software does not perform in the way the licensee expects, or wants, then it can have detrimental effects to the bottom line of the business. Therefore, there must be a systematic checklist that a licensee can review to make sure they are negotiating the warranty sec- tion correctly.The following is a list of questions that should be answered by a licensee who is negotiating the warranty section.  SOFTWARE CONTRACTS — CONTINUED ON PAGE 16