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F-LTD has developed a custom software for trading on foreign exchange market. F will give a licence to S-LLP, a company that is unrelated to F. S will then aquire clients, and sub-licence the software of F to clients. S is based in Texas, USA. F wants to make it will get paid and will not occur any liability. F also wants some rights (for example agree to customer pricing policy) so that it has some level of control over S. The end-clients should only deal with S, and should not be aware of the existence of F.
I prefer a skype phone call to discuss any other ideas.
We need 2 contracts.
1. Licence from F to S, texas.
F want to have control, and receive it's royalties.
? F owns all the property rights.
F licences the software: a) FX trading system, b)risk management and accounting system
F receive 66% of all profits.
? Profits: revenues minus qualified expenses
qualified expenses: Software development (instructed by F); server rental cost.
not qualified expenses: salaries, company overhead, management .
F has the right to see client lists, all client details And all servers, fix logs of clients. right to see all invoices.
? S: forward all client invoices to F; prepare quarterly a statements of revenues, qualified expenses and amounts owed to F.
? F must consent to the pricing plan of each customer.
JURISDICTION: should be in texas, ARBITRATION in TEXAS
2 Software Clients Licence
Client and S.
Goal: clients get a right to use the software, at their risk.
S is not responsible for trading losses.
S has the rights the to software.
no right to reverse engineer.
arbitration in texas?
S want to collect our profit fees or monthly fixed fee.
S provide servers to clients.
S has administrator priviledges to Client PCs