SOFTWARE IP CONTRACT REVIEW WORKSHEET
DRAFT FOR QUALIFIED COUNSEL | Not executable contract language or legal advice

Agreement: [name / parties / date / jurisdiction]
Business owner: [name]
Reviewing counsel: [name, after conflict screening]

1. Ownership: identify existing IP, developed IP, assignments, licenses,
   third-party components, and required supporting records.
2. Permitted use: define users, distribution, copying, access, and other
   intended uses. Ask counsel about enforceability and applicable exceptions.
3. Confidentiality: identify covered information, exclusions, recipients,
   safeguards, and termination/offboarding practices.
4. Software analysis: review relevant reverse-engineering, interoperability,
   security-research, and anti-circumvention rules and exceptions.
   Do not assume a blanket prohibition is enforceable.
5. Evidence and records: ask counsel which acceptance records and logs are
   appropriate, lawful, proportionate, and subject to retention obligations.
6. Remedies and escalation: ask counsel to evaluate dispute resolution,
   notice requirements, applicable remedies, and limitations.
7. Commercial scope: document fees, deliverables, allowances, exclusions,
   milestone review, and written approval for changes.

Open questions: [ ]
Required revisions: [ ]
Approval record: [ ]
Do not use this worksheet as a signed agreement.