We are starting up a company which will be re-selling a software product from the USA into the UK.
We have negotiated commercial terms and also revised the legal agreements of the reseller contract. Now we need someone with legal knowledge to read the contract and advise us if there are any things we have missed, to tell us what we are liable for (where we are at risk) so we can check/confirm that it matches with where we understand ourselves to be liable/at risk. The arrangement as it stands is that the software agreement (EULA) is between the UK client/buyer and the US company. We will invoice the UK client/buyer for the software and implementation services that they purchase. All the supply and implementation work will be done by the US company's staff but we will invoice it. We then remit from what we get from the clients what is due to the US company after our reseller margin has been excluded. The gritty part the Agreement is 12 pages. The appendix includes: prices (3pp), EULA (6pp), product description (6pp) plus pages for signatures etc. (2-4pp). 35 pages in total.
What we are looking for is for someone with experience of dealing with US contracts, that are being used as the foundation for business in the UK, or a legal person who could give us a review of the document and point out those things that we need to be aware of that could result in liabilities for the company; if we invoice the buyer, and things go wrong and the software does not do what it should or a faulty implementation parameter causes business interruption where does the liability lie? If we get sued do we then have to sue our supplier?
It's a first pass review that we are after to highlight areas of concern that need more detailed legal counsel investigation.
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Hi there Experienced and practising intellectual property and information technology lawyer. I have just the skill set for this project. Please see my PM for full details