|Note: Before undertaking any legal considerations regarding your product, engage the services of a lawyer. Only a lawyer should create your legal agreements. The following article outlines the potential legal considerations your product might require and the decisions you should make when creating any of these documents.|
As the creator of a product, you will require a customer-facing legal agreement to protect your business. This agreement outlines the contract between your organization and the purchaser of the product. Note that this type of agreement can have many names, which will depend on the type of product you are creating and how you distribute it. Consider the following industry examples:
When creating a customer-facing legal agreement, reflect on the following business questions and present the answers to your lawyer:
This might seem like a basic question, but be clear about to whom you are selling the product. Is it an organization? Is it an end-user? You might need to create two different agreements depending how your product is sold. For example, you may sell your software to an organization—in which case, you’d implement a company legal agreement and have end-users agree to a separate set of terms when they access the system.
Define what your product is, and potentially what it is not (for example, your product is a website that allows customers to check their Internet connectivity; it is NOT access to the Internet itself). Also outline any third-party technologies that you licensed as part of your product (for example, an image manipulation plug-in that you used inside your product).
This outlines your promises to the customers (for example, what the product will do, your product warranty, how you will release new versions, what you will do if there are defects).
This refers to what the customer undertakes not to do (for example, they will not redistribute the product, they will not reverse engineer it, they will not tamper with it).
A general standard is that the company will not be liable for any damages caused by using the product. Depending on the product, you might have different standards by which to abide. For example, a health-care product will have different liability concerns than a website.
Outline how the customer will pay for the product, and any additional fees (for example, yearly maintenance).
Note: This is not an exhaustive list. Your lawyer will have additional questions depending on your specific product offering.
In the software industry, an open source agreement is a free software license. Ownership of a copy of the software does not remain with the publisher. This type of agreement permits the customer to modify and reverse-engineer the product. Discuss with your lawyer the rationale behind “open sourcing” a product.
If your product is either software (online or installed) or hardware, often you will need to create a service level agreement (SLA).
An SLA outlines the service you offer to your customers and what type of product performance they should expect, as well as any remuneration if those expectations are not met.
Many companies operate without SLAs, especially business websites that are oriented to consumers.
Consumers usually do not have these types of service expectations, nor will they expect remuneration if the service does not meet their expectations. However, SLAs are typically mandatory when selling to corporations.
When creating an SLA, make sure you understand the type of service your customer expects. Consider the following standard performance metrics:
These metrics should also describe what your organization undertakes to do if it does not meet these metrics. Usually customers are offered financial remuneration for sustained outages.Example:Should the system’s uptime be 98% or less, the customer would receive a refund of 50% of their monthly maintenance fees.
Gillespie-Brown, J. (2010). What is software licensing?Retrieved September 29, 2010, from , now available at http://archive.today/FGkKy
GNU Operating System. (2010). Various Licenses and Comments About Them. Retrieved September 29, 2010, from http://www.gnu.org/licenses/license-list.html
Halbert, D. (2003). The Open Source Alternative: Shrink-Wrap, Open Source and Copyright. Murdoch University Electronic Journal of Law. Retrieved September 29, 2010, from http://www.murdoch.edu.au/elaw/issues/v10n4/halbert104_text.html