IDENTIFY JURISDICTION AND VENUE
The law governing an agreement, and the venues to which the parties to the agreement could be subject, are especially important in the context of technology licensing and system acquisition. As discussed above, there are many and varied federal and state laws governing the subjects of these contracts, and compliance can turn on the jurisdiction relevant to the agreement. Businesses operating across states or multi-nationally must comply with all applicable laws, especially those relating to data protection and privacy. Further, through Software As Service, online distribution of applications, and “cloud” computing agreements, jurisdictional hazards may arise based solely on where a business’s data is stored, even if only temporarily. Generally, a licensor chooses the law of the state in which it is based to govern such an agreement, as well as venue in the federal and state courts of that state. There is a reasonable basis for these choices since there is assumedly a strong relationship of the licensor to that state, including legal counsel that is familiar with its state’s laws. However, licensees in different locations may also demand that venue is consented to in their state(s) as well. Due to internet hosting considerations, some agreements also specify the jurisdictions in which data may be stored or transferred, or in which services may be performed.
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