Anyone have a good sample/model clause for Feedback? (software development context)

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If your only concern is informal feedback from client employees, the below might work. Can pair with an indemnity if you’re really concerned.

If the client is more extensively involved in development, you probably want more language clarifying IP ownership/licensing. Will depend on the dev process and what rights the vendor retains. You typically don’t want the vendor to have the ability to own or reuse anything containing client confidential info or IP.

Customer hereby grants to Vendor a royalty­free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Licensed Software any suggestions, enhancement requests, recommendations, improvements, modifications, adaptions, or other feedback related to the Product that is provided by Customer (“Feedback”). Vendor acknowledges and agrees that the Feedback is provided by Customer as-is, without warranties of any kind, and any Feedback used by Vendor will be used at Vendor’s sole risk and liability.

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