December 17, 2010
Q: I am drafting a licensing agreement for a software developer. I keep hearing that one of the most important clauses in such an agreement is the arbitration provision in the event of a dispute. I don’t want to reinvent the wheel by drafting a provision from scratch – yet I want to avoid copying a one-size-fits-all provision from a practice guide. Is there anything else I can do?
A: It might help to view a wide range of common provisions dealing with the same subject matter and cherry-pick the language that best fits your transaction.
One resource to try is the recently released Eckstrom’s Licensing in Foreign and Domestic Operations Model Clauses database (ECK-CLAUS). ECK-CLAUS contains the full text of Eckstrom’s Licensing in Foreign and Domestic Operations: Model Clauses, which contains many types of clauses, with a large number of clauses of each type. (The chapter of arbitration clauses contains more than 50 documents.)
A clause document may contain a link to a form in Rich Text Format (RTF) that is uncluttered by headers and footers, links, copyright information, or other design elements so you can get right to work on substantive edits.