Duane Morris

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Software licences: UK drafting guidance on warranties, implied terms, sole remedies, exclusions, and third-party IP indemnities and claims conduct
PRACTICE NOTES
Software licences: UK drafting guidance on warranties, implied terms, sole remedies, exclusions, and third-party IP indemnities and claims conduct
This Practice Note explores the principal legal and commercial considerations that may surface in a business-to-business setting when drafting and negotiating warranties and indemnities for both standard and off-the-shelf software licences, as well as more intricate arrangements. For guidance on other core matters affecting software licences, including limitations on liability linked to warranty or indemnity claims, see Practice Note: Key issues in software licence agreements. See also the following materials on dispute resolution: Pre-action: general—overview Starting a claim or counterclaim—overview Contractual breach damages and remedies—overview For warranties and indemnities within cloud models, including software as a service (SaaS), see Practice Note: Cloud computing—key legal issues. Warranties A warranty is a contractual promise (see Bentsen v Taylor & Sons). In most commercial agreements, including software licences, warranties are assurances that specific facts or states of affairs are accurate, but they can also be
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