The following is not meant to be legal advice.
When negotiating license agreements, the issue of governing law comes up often. Sometimes in the provision, there is language on international treaties, such as the UN provision. Because treaties may supercede internal laws of countries, the UN provision is usually there to prevent the internal laws of a country to be superceded.
The license agreement may contain out clauses. Usually the supplier is alright with out clauses if the buyer pays a penalty for early cancellation. The penalty should be equivalent to the discounts given.
A license agreement may contain an audit clause. The audit clause is not very relevant if the software company is on a web based model versus a model that gives media for a customer to make copies. With a web based model, the provider is able to know how much the customer is using. However, the audit provision may be kept in agreements when the customer has the ability to download a product, or to give the supplier a negotiating tool to delete the provision as a give when the supplier wants to get another provision in return.
When a company on a web based model has a continued pattern of downtime, the buyer should request a
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