Support Contractual Requirements (e.g., Intellectual Property Ownership, Code Escrow, Liability, Warranty, End-User License Agreement (EULA), Service-Level Agreements (SLA)) CSSLP Practice Questions (Page 5)

Questions 21–25

1. 21application · medium

   A startup is negotiating a contract with a large enterprise customer. The customer insists that any custom modifications made to the startup's commercial off-the-shelf (COTS) product during the engagement become the customer's sole property. The startup's legal team wants to retain ownership of the core product while granting the customer rights to the modifications. Which contractual approach best satisfies both parties?

   • ATransfer ownership of the entire product, including the core COTS code, to the customer, and have the startup license it back for use with other clients.
   • BRetain all IP rights in both the core product and the modifications, and grant the customer a non-exclusive, non-transferable license to use the combined product internally.
   • CAssign all IP rights in the modifications to the customer, while the startup retains ownership of the underlying COTS product and grants a perpetual, royalty-free license to the customer for the combined work.
   • DDeclare the modifications a joint work with equal, undivided ownership interests held by both parties, with each free to license the combined work independently.
   Reveal Solution Discussion Select an answer first
2. 22foundation · easy

   Which clause in a software contract is most likely to cap the vendor's financial exposure for damages?

   • AIndemnification clause
   • BWarranty clause
   • CLimitation of liability clause
   • DIntellectual property ownership clause
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4. 23application · medium

   A company is licensing a critical application from a vendor. The vendor is a small startup with limited financial resources. The company wants to ensure it can access the source code if the vendor ceases operations. The vendor agrees to a code escrow. What is the most important element for the company to verify in the escrow arrangement?

   • AThat the vendor has a backup of the source code stored on its own servers.
   • BThat the escrow agent is a reputable, independent third party with a process for verifying the deposited materials.
   • CThat the vendor's source code is written in a popular programming language.
   • DThat the escrow agreement specifies the company can access the source code at any time for any reason.
   Reveal Solution Discussion Select an answer first
5. 24expert · hard

   A company licenses a critical application from a vendor. The contract includes a code escrow agreement. The vendor misses a scheduled update to the escrow deposit, but the company has not experienced any issues with the software. The company's legal team wants to invoke the escrow and obtain the source code. Which factor is most important in determining whether the company can successfully invoke the escrow?

   • AWhether the company has a legitimate business need for the source code, such as planning a migration to a different platform.
   • BWhether the vendor is still actively supporting the software and responding to support tickets.
   • CWhether the company has paid all license fees due under the main software license agreement.
   • DWhether the escrow agreement defines the vendor's failure to deposit the latest source code as a triggering event for release.
   Reveal Solution Discussion Select an answer first
6. 25foundation · easy

   Which of the following is a typical trigger for the release of source code from a code escrow account?

   • AThe vendor releases a new version of the software
   • BThe escrow agent decides the customer has a legitimate need
   • CThe customer requests a copy for internal review
   • DThe vendor files for bankruptcy
   Reveal Solution Discussion Select an answer first