Archives des IT contracts - Swiss Contract Law

Early Termination of a Software Development Agreement: Which Provisions in the General Terms & Conditions of the IT Provider shall be deemed “Unusual” (and thus Unenforceable) and Which Rights related to the Custom Software shall the Client have following Termination?

Two provisions contained in the General Terms & Conditions of a B2B software development agreement were deemed “unusual” (“insolite”) and therefore unenforceable against the corporate client of an IT provider. Moreover, the software development agreement did not provide for any transfer of IP rights (copyrights) of the custom software

Software in Asset Deals: Buying IP Rights on the Software, Buying Hardware or Buying a (mere) Copy of the Software?

The buyer was entitled to invalidate a sales contract (an asset deal for the sale of a car dealership that included software) for fraud that was committed by the seller (Art. 28 SCO) because the seller had not disclosed to the buyer that it did not own the intellectual property rights on the software but only had a license to use the software granted by a third-party licensor.