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ARTICLE · 13 NOVEMBER 2013

A Practical Guide To Software License Agreements: Governing Law And Dispute Resolution

Borden Ladner Gervais LLP
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Software license agreements usually contain provisions that specify the law that governs the agreement and a procedure for resolving disputes relating to the agreement.

CanadaIntellectual Property
Bradley Freedman
Bradley Freedman
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Software license agreements usually contain provisions that specify the law that governs the agreement and a procedure for resolving disputes relating to the agreement. Those provisions can have a significant effect on the rights and obligations of the software vendor and customer. The software vendor and customer should select a governing law that is appropriate for the agreement and a dispute resolution procedure and venue that are appropriate and fair to both parties.

Governing Law

To properly negotiate a software license agreement, and to perform obligations and exercise rights under the agreement, both the software vendor and the customer must know the legal rules that govern the interpretation and enforcement of the agreement. Those legal rules will be determined primarily by the law of a particular jurisdiction (i.e. a country or province/state), which is commonly called the "governing law". The governing law is important because different jurisdictions have

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