License changes #1241
License changes #1241
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The change on line 55 (Section 9 limitation of liability) looks right.
There's another change request on section 13.5 which is reference by section 9. The change is as follows (copied from communication with legal counsel):
13.5 (Indemnification). Licensor agrees to defend, indemnify, and hold harmless You from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys' fees and costs) arising out of a claim brought by a third-party alleging that the Software directly infringes such third-party’s intellectual property rights; provided that Licensor shall have no indemnity obligation for claims arising out of your modification to the Software. You agree to defend, indemnify, and hold harmless Licensor from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys' fees and costs) brought by a third-party arising out of your modifications to the Software or breach of this Agreement.
The summary and rationale for the change is keep this protection both ways. Right now it is a protection for the licensor. The request is add a similar statement to protect the license. Basically my employer is seeking protection in the rare event of a third party making some sort of claim that neither of can hold each other accountable.
IANAL(I am not a lawyer) but my thought is that this is implicit. For example, if hypothetically we were to copy copyrighted code and a 3rd party seeks damages, we cannot blame you nor can you blame us. The idea is to make both of these cases explicit to minimize risk for the business (licensee in this case).
| In no event will either party be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the Software, the Software content or this Agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if such party has been advised of the possibility of such damages. | ||
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| In no event will Licensor liability exceed the Software license price as indicated in the invoice. The existence of more than one claim will not enlarge or extend this limit. | ||
| Except for indemnification obligations in Section 13.5, in no event will Licensor liability exceed the Software license price as indicated in the invoice. The existence of more than one claim will not enlarge or extend this limit. |
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@eamora-ab make sense! Applied changes to other section as well. |
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Following up here: Legal realized that the previous statement in section 9 could stay and should stay:
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