When conducting any business, the agreement between parties is crucial, and a license agreement is no exception. The United Nations Convention on Contracts for the International Sale of Goods (CISG) governs international sales contracts, including software license agreements. It is a treaty adopted by seventy-one countries worldwide, including the United States and most European countries, with the intent to provide uniform rules for international trade.
What is a License Agreement CISG?
The CISG governs the contract of the sale of goods between parties from different countries, including software. Therefore, when a software company wants to license its product to a foreign business, they often use the CISG as the governing law.
A software license agreement is a contract between the licensor and licensee. The licensor grants the licensee the right to use proprietary software under specific terms and conditions. These conditions mention the scope of use, duration of the agreement, payment, limitations of liability, warranties, and intellectual property rights.
The CISG applies to license agreements that constitute sales of goods between two or more countries. The Uniform Commercial Code (UCC) is the governing law for sales contracts within the United States and applies to license agreements within the US.
Benefits of a License Agreement CISG
One of the significant benefits of using the CISG as the governing law for a license agreement is that it provides uniformity in terms of contractual obligations across international jurisdictions. The CISG provides a standard approach to contract interpretation, making it easier for companies to do business globally. As a result, parties can avoid the high costs of legal disputes that arise from different interpretations of national laws.
Using the CISG as the governing law for a software license agreement also helps to ensure that the rights of the parties are protected. The CISG provides a framework for defining the obligations of the buyer and seller. By doing so, it sets clear expectations for each party and ensures that they are aware of their respective rights and responsibilities.
Enforcement of License Agreement CISG
The enforcement of a license agreement CISG depends on the legal system of the country in which the dispute arises. An aggrieved party may bring an action in a court of competent jurisdiction to enforce the agreement. Typically, such an action will request specific performance (i.e., an order requiring the other party to perform its obligations) or damages.
Conclusion
A license agreement CISG provides a standard approach to the contractual obligations of parties from different countries. It provides clarity in terms of rights and responsibilities and helps to avoid legal disputes with differing national laws. Using the CISG as the governing law for a software license agreement can provide considerable benefits for businesses that wish to engage in international trade.