Licensing & Commercial Agreements
License the use. Keep the asset.
The terms in a commercial agreement determine whether it protects you when the relationship is tested, so the value is in how those terms are drafted and negotiated. Hank has drafted and negotiated commercial agreements, IP licenses, software licenses, SaaS subscriptions, and development agreements for more than 29 years, for the businesses that depend on getting them right.
A license is a document that permits someone to use intellectual property or some other set of rights owned by the grantor of those rights. Hank negotiates whether a license is exclusive or nonexclusive, the territory and field of use it covers, how long it runs, whether the licensee can sublicense the rights, and what the licensor is paid, whether a flat fee, a per-seat charge, or a royalty tied to revenue. Software and SaaS agreements address uptime, service levels, data ownership, security, support obligations, and what happens to your data when the subscription ends. Those terms allocate the loss when the product fails or the relationship sours.
Development and consulting agreements turn on ownership of what gets built. Absent a written assignment, a contractor who writes your code or designs your site owns the copyright in it, not the company that paid for it, so Hank drafts assignments and work-for-hire terms that deliver ownership of the copyright interests to you. Those documents define the scope of work and the acceptance criteria that determine when a job is finished and payment is due, and set the confidentiality, indemnification, warranty, and liability terms that allocate risk when a third party claims the deliverables infringe or the product causes a loss.
Hank has papered these agreements for software companies licensing a platform, businesses buying technology they depend on, consultants and agencies selling their services, and founders protecting what they build, so you get terms negotiated by a lawyer who also litigates them when a dispute arises. Every engagement works toward the same result, an agreement that says what you agreed to and stays enforceable when the other side reads it back to you.
Services Include
- Software licenses
- SaaS agreements
- Website design and development agreements
- IP licenses
- Consulting agreements
- Professional services agreements
- Confidentiality and non-disclosure agreements
- Commercial terms and conditions
Licensing & Commercial Agreements Insights
Limitation of Liability Clauses in Texas Commercial Contracts
A limitation of liability clause sets the financial consequences of a contract failure. Its effect comes from several provisions read together, including the aggregate cap, excluded categories of damages, claims outside the cap, exclusive remedies, indemnity obligations, and any statute that governs the transaction.
Read articleIndemnification Provisions in Texas Commercial Contracts
An indemnification clause allocates specified losses between contracting parties. The covered claims, defense process, settlement authority, liability cap, insurance requirements, and survival period determine who pays and when.
Read articleInsurance Requirements in Texas Commercial Contracts
Insurance provisions translate contractual risk allocation into funded protection. A contract can assign a loss to one party, but collection often depends on a policy that responds to the claim.
Read articleGoverning Law, Jurisdiction, and Venue in Texas Commercial Contracts
Commercial contracts often place governing law, jurisdiction, and venue in one paragraph. Each clause addresses a different issue. Governing law identifies the substantive rules, jurisdiction concerns a court's authority, and venue identifies the place where litigation proceeds.
Read articleTermination Provisions in Texas Commercial Contracts
Termination provisions govern how a commercial relationship ends, what notice must precede the exit, and which obligations continue afterward. The terms allocate nonperformance risk, define payment consequences, and set the transition procedure. An incomplete provision can leave the parties disputing whether termination was permitted and what followed from it.
Read articleRepresentations, Warranties, and Covenants in Texas Commercial Contracts
Commercial contracts use representations, warranties, and covenants to describe facts, allocate risk, and govern conduct. Those labels guide interpretation, but they don't select a remedy by themselves. Courts also examine the statement, the transaction, the cause of action, and the agreement's remedy provisions.
Read articleSoftware and Intellectual Property License Agreements
A license grants permission to use intellectual property and may transfer a limited right while the licensor retains the rest. [Section 201(d)](https://uscode.house.gov/view.xhtml?edition=prelim&num=0&req=granuleid%3AUSC-prelim-title17-section201) allows separate ownership of the individual rights within a copyright, and copyright law treats an exclusive license of a particular right as a transfer of ownership of that right. Copyright, patent, trademark, and software licenses don't follow one uniform legal rule, so a useful agreement identifies the protected asset, the permitted acts, the people who may exercise the rights, and the limits on territory, field, duration, and transfer.
Read articleMaster Services Agreements and Statements of Work
A master services agreement (MSA) can state the recurring terms of a commercial relationship without committing either party to a particular project. Each statement of work (SOW) can then authorize defined services, deliverables, fees, and dates. This structure reduces repeated negotiation only when the documents identify when an obligation begins, which terms apply to each project, how the parties approve changes, and what happens when the documents conflict.
Read articleNondisclosure Agreements and Confidential Information
Businesses exchange pricing, financial data, customer information, product plans, source code, and deal terms before they decide whether to proceed with a transaction. A nondisclosure agreement, commonly called an NDA, sets the permitted use of that information and the conditions for sharing it with employees, advisers, affiliates, and other representatives.
Read articleRelated Work
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