Principles of the Law of Software Contracts

Software, a necessary component of the information age, is owned and transferred differently from tangible goods. Thus, traditional state contract law—including common law (as embodied in the Restatement of Contracts) and legislation (largely informed by the longstanding Uniform Commercial Code)—is not always appropriate to govern transactions in software. This product of the American Law Institute is the culmination of a five-year project to create the analytical tools to guide transactions and to help lawyers, judges, and legislators meet the challenges of an industry that is an increasingly important share of our economy.