The following is not meant to be legal advice.
When negotiating software license agreements with customers, there are sections that are often requested to be changed. For example, if the software is licensed based on audience size, there may be conflict when the customer wants to be able to assign the agreement to another entity. For assignments, the customer’s maximum audience size needs to stay the same if license fees are priced based on the authorized audience.
The customer may want to negotiate the limited warranty. The software manufacturer may want to extend the 90 days standard warranty to a year if the customer requests, but only warrant the media. It may not be too difficult to replace media.
In the liability section, liability should be broken up into two sections – direct and indirect.
On prevailing party in attorney fees, it may be ok to delete a section stating that the prevailing party to a suit gets its attorney fees, but make an exception for claims relating to collections and payment obligations by the customer.
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