Erlanger, KY asked in Contracts, Copyright, Products Liability and Patents (Intellectual Property) for Kentucky

Q: I'm buying an app for my business from India. I am in the US and need to protect my investment. How do I best proceed?

The developer is in India and has the ready-made app that I need to run my business. Developer is offering to sell me a license to use the app since I do not have the money to buy the app outright. However, I am concerned about paying for use of the app only and end up in a situation where the app is not working properly, or end up in a situation where the developer does not deliver the app as agreed, or some other issues that may come up down the road. I am in the US and my business is based and is for clients in the US. My question is what can I do to protect my investment and secure access to use the app long term without possible interruptions/issues that will negatively affect my business operations? Thanks.

1 Lawyer Answer
John Brian Hudak
John Brian Hudak
Answered
  • Intellectual Property Lawyer
  • Milford, CT

A: The advice you are asking for might be too complicated to answer on a message board here. And, if it is a major business decision it should be done with the proper due diligence.

A potential tactic that can be used is ask the person you are buying the license from if they have a standard licensing agreement which they normally use. Then read the terms of the agreement and see if some of the concerns you mention in your question are addressed in that agreement.

Although generally it is always better to use an agreement which you draft because for each term you will tweak the term in a way that will be in your benefit. The other side will do the same, and it can be very time consuming to challenge and negotiate every term, so it is usually better to go into the business deal using your agreement because it will be less likely you will concede to something because it is just too time consuming to change all the language that you’d want to change. You can hire a local business attorney. That attorney will be able to draft the agreement with desirable terms, and likely have many examples of previous licensing agreement contracts so the attorney will not have to completely develop all the terms from scratch, but use previous examples and add or subtract term elements that are best for your current situation.

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