The US has the same general concept as Europe, when it comes to interpreting contract law. If the clause is illegal, it is thrown out (which may or may not effect the other clauses).

It gets really interesting the gray areas, for example a clause prohibiting reverse engineering is common in contracts. Often these clauses have been disallowed, because the user did not receive ?enough? value in return for it. In other words, the courts have found that merely having the ability to run a program does not usually give enough value to cause the user to trade-off reverse engineering rights.

This is where UTICA comes in. UTICA essentially defines the standards that Judges should use in determining things like ?sufficient value?. Given the fact it was written by the software industry with little input from consumers, it should be no surprise that many of the things software vendors like to put into licenses are now considered part of normal contract law. This is my real problem with UTICA (the other problems are almost minor by comparison, but are easier to explain -- killing the program remotely makes a better sound byte).

Finally, remember INAL (I am a software professional, not a lawyer). You really need a good lawyer if you want to negotiate the tricky paths of contract law.

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