1. Overview

2 unit workshop
18 students

½ 3^rd years, ½ 2^nd years

2 sections offered at the same time

Other section taught by LRW faculty and used banking examples.
My section billed as a class in “IP Licensing”

about ½ of students were interested in IP.
Other half were heterogeneous.

Only 1/2 of students had Article 2 exposure (either in contracts or in sales).

My main goal: students could walk out of class being able to intelligently discuss a software license agreement—what was in the agreement and why, what was standard or not, what vendors care about and what customers care about.
Materials: mix of Tina’s book, Ward Classen’s book on software licensing, things I had written, and random pieces I had picked up.

Tina’s book: great on procedure, some great points on substance, not really much on IP/software issues
Not really any great books on IP licensing. Ward’s book is helpful but built for major outsourcing transactions. Marketplace opportunity.

2. Projects/Evaluation

1) Snowplower contract. Divided students into 2 groups (vendors and customers)

Stage 1: term sheet

Stage 2: draft services/payment provisions

Stage 3: negotiate and redline

After each stage, debrief in roundtable format; commiserate/sympathize/reinforce lessons

Snowplower example worked well

students could relate (we had 12 inches of snow during the weekend Stage 1 was due)
not heavily regulated by statute (no UCC or IP statutes
service levels are deceptively complex
good example of limits of remedies

2) Optional drafting exercise: reduce wordcount on a sample provision. Gave prize to drafter of shortest provision. 1/3 of students participated

3) Optional drafting exercise: mark up provision sent by the other side. Carrot: this was going to be dry run of final project. ½ of students participated

4) Final project

Real life form agreement I had drafted. Gave students scenario and then asked them to do three things:

comment on what changes were needed from the vendor’s side (and prioritize)
redraft license and confidentiality clauses from vendor’s perspective, and
comment on what changes were needed from the customer’s side (and prioritize).

Gave students the option of an oral exam where they could talk me through their comments. 3 students took me up on that

Pro: dynamic feedback for students—great learning experience for them, I could get better insights into their thinking (in many cases, seeing that they knew more than they were saying)
Cons: took more grading time (average about 2.5 hours), hard to deliver negative feedback in person

3. Lessons/Things I’ll Do Differently

1) Students want skills. Our 2 sections were well-oversubscribed in their first offering. Students loved the hands-on experience, war stories, practice drafting

2) Many students have little business sense. For example, asked students to prioritize issues—failure

3) Tradeoff in time

In 2 unit class, I could optimize for drills/mechanics or for substance; I could not do both.
I chose substance, but I’m sure students would have liked more drills/mechanics

4) Students at Marquette don’t sort into sections by topical interest—may need to retitle class to support technical topical focus like software licensing

5) Make students work harder—more graded drills during semester