Legal Question in Business Law in Georgia

We are a Canadian firm dealing with software sold by a Georgia licensor to Canadian customers. For now I am interested in Georgia law as opposed to Canadian law.

Our firm is a consulting firm. Our customer has signed an End User License Agreement with a software firm. We have an NDA with our customer that prevents us from disclosing confidential information or customer supplied materials. The question is (2 parts):

Is the customer in compliance of their EULA (which does not allow disclosure to a 3rd party) if they provide us with access to and use of their software and require that we sign an NDA and adhere to the license agreement otherwise.

Can the licensor (the publisher of the software) define somehow that an NDA with our company is not acceptable but an NDA with another company (for instance an accounting firm) is acceptable on the basis of the type of business.


Asked on 9/14/09, 12:22 am

3 Answers from Attorneys
Scott Riddle Law Office of Scott B. Riddle, LLC

Of course, businesses generally understand the importance of reading ALL documents, and no one here has any of the documents. Discuss your questions with a lawyer who can review the documents and all facts.

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Answered on 9/19/09, 12:43 am
Glenn M. Lyon, Esq. MacGREGOR LYON, LLC, Business Attorneys

The answer to your first question depends on the terms of the EULA. The answer to your second is yes, although that would be somewhat unusual. In many agreements, and exception is carved out for employees, contractors, advisors, etc. and sometimes require a NDA with those individuals.

If you would like to discuss any issues further, please feel free to contact my office. My contact information is below. Thank you.

The foregoing is general information only, not specific legal advice. No attorney/client relation has been created or should be implied.

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Answered on 9/19/09, 10:36 am
Quinn Johnson, Esq. Johnson PC, Attorneys at Law

Yes, a software licensor may distinguish between what 3rd-party company is or is not permitted access to its proprietary software or other intellectual property. As to your first question, whether the customer is in breach of the End User License Agreement with the licensor will depend on the language of the EULA itself.

I recommend that you contact an Intellectual Property Attorney to review the EULA and NDA to determine whether your consulting company may face any legal exposure.

THE COMMENTS CONTAINED HEREIN ARE FOR GENERAL INFORMATIONAL USE ONLY- NOT AS LEGAL OPINION. NO ATTORNEY/CLIENT RELATIONSHIP HAS BEEN ESTABLISHED.

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Answered on 9/21/09, 11:22 am


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