Recent Answers to Software Development Law Questions

Dolan W.

Answered Nov 1, 2024

Hello! Thanks for coming to contractscounsel.com'. To modify a contract legally, the following requirements must be met: All parties to the contract must agree to the modification. This means that both parties must sign and date the amendment to the contract. The parties to the contract need new consideration -- something of legal value -- to modify a contract. For example, if a party wants more money for something they would need to provide additional performance in exchange. A writing is not required for a modification, but it is recommended. In this case, without offering something additional to the software application developer and without the developer's consent for something like this, then legally speaking, modifications would be invalid. I recommend coming to this site and having us incorporate the suggested modifications. Best of luck! Dolan

Dolan W.

Answered Oct 11, 2024

Hello! Under California law, a breach of contract occurs when one party fails to fulfill a legal duty the contract created and causes damages for the defendant. (California Civil Jury Instructions Number 303.) The measure of damages is the amount that will compensate the aggrieved party for all the detriment caused thereby or likely to result therefrom. (Cal. Civ. Code § 3300.) Any contract entered into after January 1, 1986 that does not stipulate the legal rate of interest, the obligation shall bear an interest rate of 10% per year after the breach. (Cal. Civ. Code § 3289.)   This applies regardless of whether the agreement was written or done orally. Typically, the aggrieved party is entitled to be returned to the same position they were in before the breach.  In your case, you said that the subscription agreement doesn't have the functionalities you expected. Because it's not functioning like you intended, and if you have made reasonable efforts to resolve this in good faith, then it is a breach of contract. Because it is a breach, you can suspend your own performance in this case and sue for any actual or consequential financial damages you've suffered. The quicker, informal option is to send a demand for performance. Because this situation is so common, I drafted a template myself to help with this so you know it's legitimate - https://www.contractscounsel.com/t/document-form-checkout/119 You can file a lawsuit in your local court. If you’ve already sent a bunch of letters, then the truth is this is the only way to compel them to do anything. You can also talk to me about drafting a letter, too. Best of luck! Dolan

Darryl S.

Answered Aug 20, 2024

Certainly you may modify the agreement, however, you must get the other side to agree in writing to the changes. And you should modify elements that you view as unfair or unreasonable.

JOSEPH L.

Answered Jul 25, 2023

Most of the clients I have represented as SaaS developers did their own distribution, maintenance and marketing. The situation you are talking about would be a Software Licensing and Distribution Agreement with a third party. You would maintian all the intellectual property rights to your software and then work out the details of the contract with a third party. It would be important to clarify the specifics and not get your self locked in with this third party in case they sat on your software and did little to promotoe it or maximize revenues. Some of the things the agreement would need to set out are geographic territory (or be worldwide), confidentiality and non-compete language, milestones they would need to achieve to maintain an exclusive relationship, if that's what you agree upon, royalties or commissions, marketing minimums, and liability terms. The forest step would be to have a confidentiality agreement with whatever third party you have communications with so you protect any information you deem as "confidential" but which you need to discuss with them to see if they are the right fit for your needs. https://www.josephblarocco.com/startup-confidentiality-agreements.htmlSecond step would be a termsheet or letter of intent to make sure both parties are in agreement on the major terms, and the then f third step would be the drafting of the Software Licensing and Distribution Agreement.

Thomas L.

Answered Jul 25, 2023

Each cloud provider is a very large corporation that will not negotiate with small customers (meaning 99%) of their customers. Their SaaS contracts are either on their websites or can be obtained by contacting their support. The contracts are take it or leave it.

Diane D.

Answered Jun 9, 2023

Your question is actually several questions in one and would need a lenthy explanation. My suggestion is to submit a request to have attorneys submit bids to advise you and help you with your endeavors. I would be very happy to help you, and you can request me, or you can have multiple attornies submit bids.