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Software Licensing / Software-as-a-Service



Recognized as one of the top Software Licensing / Software-as-a-Service ("SaaS") practices in the country, Budd Larner’s Software Licensing / Software-as-a-Service Law Group, chaired by Peter Frazza, is comprised of attorneys with a particular focus in the representation of national and multinational companies in negotiations and lawsuits that involve complex software, copyright, intellectual property, license agreement and SaaS issues.  The group has extensive experience with over 500 hundred vendors in transactions involving traditional software licenses as well as SaaS, Application Service Providers (ASP), and cloud computing.  Our representations are exclusively for licensees and users in the following areas:

  • negotiation and drafting of enterprise software license, SaaS, hardware, software development and maintenance agreements
  • advise on data privacy, data protection, data security, and return of data issues
  • lawsuits and threats of lawsuits involving software, copyright, failed implementations, intellectual property and license agreement issues
  • hosting services agreements
  • due diligence analysis of software license agreements in connection with company mergers and acquisitions
  • software escrow agreements
  • software asset management issues
  • responding to licensor requests to perform software license compliance audits, as well as, software audits initiated by the Business Software Alliance (BSA) | The Software Alliance audit demands
  • legal and technical expertise to defend your business through every step of the BSA | The Software Alliance  audit process- BSA audit defense, implementation services agreements, including the preparation and negotiation of detailed Statements of Work and Project Plans
  • creation of form software license agreements, maintenance agreements, software-as-a-service agreements, RFPs, RFIs, service agreements and SOWs

Click here to contact our software licensing lawyers now for a free consultation or free case evaluation.


Chubb & Son, Inc.  •  Cincinnati Insurance Companies  •  Investors Bank  •  Southern Farm Bureau Insurance  •  Wyndham Hotels and Resorts  •  Bausch & Lomb  •  Proctor & Gamble  •  Sprint  •  SWN (Southwest Energy)  •  First National Bank  •  3M  •  Intuit, Inc.  •  Toyota Motor Company  •  John Deere & Co.  •  Valero Energy  •  Whirlpool  •  Merck & Co., Inc.  •  National Car Rental

Representative List of Reported Software Licensing Lawsuits Where Budd Larner Represented Licensees

Budd Larner has handled complex software licensing related lawsuits throughout the country for the past 30 years:

  • National Car Rental System, Inc. v. Computer Associates International, Inc., 22 U.S.P.Q. 2d 1375 (D. Minn. 1992)
  • Computer Associates International, Inc. v. First Fidelity Bancorporation, Civil Action No. 92-1822(NHP) (D.N.J. 1992)
  • Saba Software Inc. v. Deere and Company, Circuit Civil Court of Cook County, Illinois, Law Division, 2013-L-002088
  • Whirlpool Corporation v. Computer Associates International, Inc., State of Michigan, Second Judicial Circuit, Berrien County Trial Division, Civil Division, Case No. 98-3707-NZ-P
  • Microsoft Corporation v. Weidmann Electrical Technology, Inc., U.S.D.C., District of Vermont, Civil Action No. 5:15-cv-153
  • Cincinnati Insurance Company v. Actuate Corporation, U.S.D.C., Southern District of Ohio, Western Division, Case No. 1:12cv338

Including the Representation of Hospitals, Home Nursing Companies, and Healthcare Providers in the Areas of Hospice and Palliative Care

We have expertise in representing healthcare companies in connection with software licensing/ software-as-a-service transactions (including working on complex statements of work and project plans).  We have negotiated, arbitrated or litigated on behalf of some of the nation’s largest hospitals against Cerner, Epic, Siemens, McKesson, Meditech, Allscripts and hundreds of other healthcare-specific software companies.  These include negotiating new contracts and analyzing existing problematic contracts.  Types of hospital software transactions include:

Health Information Exchange  •  Electronic Medical Records  •  Personal Health Records  •  Single Sign-On  •  Device Integration  •  OR Information Management System  •  Clinical Information Systems for different areas of the hospital  •  Patient Folder Systems for EMR  •  Clinical context  •  Data center outsourcing

Expertise in Hospitals Contracting for Electronic Health Record Systems for Hospitals, Hospice Providers and Palliative Care Providers

Budd Larner has extensive expertise in representing hospitals, hospice providers and palliative care providers in the drafting and negotiation of clinical and/or revenue cycle Electronic Health Record system contracts and statements of work with vendors such as Epic, Cerner, McKesson, Siemens, Meditech and Allscripts.

Budd Larner has established a sub-niche representing hospitals in connection with the licensing and implementation of Epic Electronic Health Record Systems having represented ten different healthcare systems in their contracting process with Epic.

Representative Healthcare Clients

Mayo Clinic (MN)  •  Cleveland Clinic (OH)  •  JFK Health System (Hackensack Meridian Health) (NJ)  •  Pinnacle Health System (PA)  •  Tower Health System (PA)  •  University of Massachusetts Memorial  •  Healthcare (MA)  •  Jersey City Medical Center (Robert Wood Johnson/Barnabas) (NJ)  •  Covenant Health (New England)  •  Virtua Health (NJ)  •  Montage Health (CA)  •  Tanner Health (GA)  •  Primary Partners (FL)  •  Chapters Health System (FL)  •  Salinas Valley Memorial Hospital (CA)  •  Augusta University Health System (GA)  •  Star Pediatric Home Care Agency (NJ)  •  HCA (TN)

Representative List of Reported Lawsuits Where Budd Larner Represented Hospitals in Software Licensing Matters

  • Cerner Health Services, Inc. v. Pinnacle Health System v. Siemens Medical Solutions USA, Inc., Court of Common Pleas, Chester County, Pennsylvania, No. 2015-05453 CT
  • Reading Hospital v. Anglepoint Group, Inc. and Microsoft Licensing, GP, U.S.D.C., Western District of Washington at Seattle, No. C15-00251 JCC
  • Kinsey & Kinsey, Inc. v. Reading Health System, State of Illinois, Circuit Court of the Eighteenth Judicial Circuit, County of Du Page, Case Number 2017L000765

Budd Larner has also represented hospitals in arbitration matters against such vendors as McKesson and Cerner.

Click here to contact our software licensing lawyers now for a free consultation or free case evaluation.


Budd Larner represents colleges and universities and school systems in connection with software licensing and software-as-a-service transactions.  Throughout the course of its representation, Budd Larner prioritizes the protection of all personal information and federal health information of students in compliance with all relevant and applicable state and federal laws (i.e., FERPA and HIPAA).  Representative clients are Boston College, Fordham University, and Clark County School District of Nevada (the sixth largest school district in the country).

Click here to contact our software licensing lawyers now for a free consultation or free case evaluation.


Budd Larner has handled hundreds of software licensing disputes and/or threats of software licensing audits.  These representations have included representing Fortune 500 companies who are being audited on a worldwide basis by large software companies such as IBM, Oracle, Microsoft, SAP, Adobe, and Computer Associates.  Budd Larner also has twenty or so years of experience representing companies of all sizes who are being audited by BSA | The Software Alliance.

Click here to contact our software licensing lawyers now for a free consultation or free case evaluation.


For over twenty years, we have been conducting 2-1/2 day software training seminars nationwide.  Our “Keys to Negotiating Better Software Agreements and Software-as-a-Service Agreements” seminars have been attended by representatives of well over 1,000 companies.  Please visit www.buddlarner.com/SoftwareSeminarChicago2019 for more information.


Peter J. Frazza
Phone: 973-315-4406
Fax: 973-379-7734
Lycoming College (B.A., 1977)
Seton Hall University School of Law (J.D., 1981)
Bar Admissions
New Jersey, 1981
U.S. District Court, District of New Jersey, 1981
Court of Appeals for the Third, Fourth, Seventh and Eighth Circuits
Supreme Court of the United States of America
Professional Profile
Adjunct Professor, Seton Hall School of Law, 1981 - 1984
Essex County Bar Association
New Jersey State Bar Association
Computer Law Association
International Association of Information Technology Asset Managers (IAITAM)
New Jersey Technology Council
New Jersey Chapter of the Healthcare Information Management System Society (NJ HIMSS)
Selected for inclusion in the 2008 edition of The Best Lawyers in America, Commercial Litigation.
Named New Jersey "Super Lawyer" in Business Litigation for 2005, 2006, 2009, 2010-2013