IP and technology · Technology fee-earner, in-house counsel, IT procurement
Review a software licence from the customer side
An enterprise licence has been renewed twice without review and the business has since acquired two subsidiaries. The review works out whether those subsidiaries are licensed and what the audit clause would find if the vendor exercised it.
- Agents
- Contract, IP & Technology
- First draft
- A scope and audit analysis arrives from one run, ahead of the vendor's renewal date.
The problem
Step 01 of 05
Add the licence and its history
The master licence, both renewal orders, the current deployment report and the group structure chart go on one matter.
Project Halcyon: SPA warranties and disclosure
Buy-side warranty review, disclosure analysis and cited due-diligence grid.
- Client
- Halcyon Bidco Ltd
- Reference
- WC-2026-0412
- Practice area
- Corporate / M&A
- Jurisdiction
- England and Wales
- Responsible partner
- E. Vance
No conflict check on file.Chat, on this matter
Compare warranties with the disclosure letter.
Three high-priority exceptions require action: the unregistered charge, the change-of-control right and the tribunal claim.
Send a message… (@ to mention tools)BalancedPrepare for- 25 Aug
Disclosure exceptions matrix
Chat
- 21 Aug
Disclosure exceptions matrix
Run · completed · 560 credits
- 18 Aug
Project Halcyon: Disclosure Letter
Document · indexed
- 16 Aug
Project Halcyon: Share Purchase Agreement
Document · indexed
- 4 Aug
Matter opened
Opened
Step 02 of 05
Run the scope analysis
Prepare for: Work-Stream Memo. The instruction asks who is licensed under the defined terms, on what metric, and whether the two acquired subsidiaries fall inside or outside.
Agent
Jurisdiction
Prepare for
Deliver as
Instruction
What should the agent look for?Documents
Drop a contract, or pick one from the matter
Also on the matter
- Offer_letter_v3.pdf2 pages
- Staff_handbook_2025.docx61 pages
- Board_minute_14_Aug.pdf3 pages
Platform model · zero data retention · audit register onStep 03 of 05
Read the affiliate gap
The affiliate definition is fixed to ownership at the effective date, which puts both acquisitions outside the licence and their current use outside the grant.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 04 of 05
Model the audit
The audit clause is read against the deployment report, and the memo sets out what an audit would count and how the shortfall would be priced under the true-up wording.
6 items need your confirmation14 authorities · Where we lookedSenior Associate Employment Contract: English Law Review
Summary
- 1.
Clause 9(c), non-competeHigh
The 12-month prohibition on working for any law firm anywhere in the UK, Ireland or EU, in any capacity, is almost certainly wider than reasonably necessary and therefore unlikely to be enforceable.
Tillman v Egon Zehnder Ltd [2019] UKSC 32 - 2.
Clause 11, data and monitoringHigh
Blanket contractual consent is not an adequate basis for general employment processing, special-category data or unrestricted monitoring.
UK GDPR, Arts 6 and 9 - 3.
Clause 4, holiday carry-overHigh
The unconditional five-day cap conflicts with mandatory carry-over rights where sickness, statutory leave or employer failure prevents leave being taken.
Working Time Regulations 1998, regs 13 to 13A
- 1.
Step 05 of 05
Plan the renewal ask
Action items cover the amendment to request at renewal, the interim position on the subsidiaries, and the internal record the business should keep before any audit notice arrives.
Replace the UK/Ireland/EU non-compete with a 3 to 6 month restriction tied to competing corporate-law work.
Replace blanket data consent with a lawful-basis clause and a separate monitoring notice.
Remove the five-day carry-over cap and reference the statutory carry-over rules.
Narrow the client non-solicit to clients dealt with in the final 12 months.
Add an explicit working-time opt-out withdrawal mechanism.
Confirm the bonus clause states the discretion is exercised in good faith.
What comes back
A document, not a transcript.
- A licensed-entity analysis under the defined terms, showing both acquisitions falling outside the grant.
- An audit model against the current deployment report, with the true-up pricing applied.
- The clauses to amend at renewal, drafted as wording rather than described.
- Open questions on whether the vendor has been invoicing for the subsidiaries in practice.
Authorities it checks
- Copyright, Designs and Patents Act 1988, s 16
- Copyright, Designs and Patents Act 1988, s 50A
- Unfair Contract Terms Act 1977, s 3
What it does not do
- It does not count deployed instances. It reads the deployment report supplied and treats its figures as given.
- It does not contact the vendor or respond to an audit notice.
- It does not advise on whether to disclose the shortfall before renewal, which is a commercial decision it sets out both ways.