A to Z of Negotiating & Drafting IT Contracts - In 2 Days

Introduction

This in-person seminar will cover everything you need to know to understand and deal with IT contracts. It will also cover how to negotiate and draft those IT contracts.

By attending this course, you will learn about what could be a new area for you or update yourself to the latest and best law and practice. Find out:

• Will I be able to know enough about IT to be able to work better with IT contracts?
• Will I gain practical knowledge of the etymology of IT projects?
• Will I become familiar with software licences?
• Will I understand the special features of outsourcing and IT service contracts?
• Will I understand liability in IT contracts and how to limit or exclude it
• Will I understand the differences between copyright and database rights?
• Will I be able to identify and deal with typical problems with IT contracts?
• Will I gain a practical understanding of third party rights in IT contracts?

What You Will Learn

This course will cover the following:

Day One

• Course introduction and delegate introduction
• Background to an IT contract (Pre-contract preparations)
• Part 1: Prevention is better than cure
• Differences in perspectives of IT suppliers and IT customers
• IT contracts words to avoid...and to encourage
• Part 2: Preparing to negotiate
• IT tendering and procurement
• Managing IT negotiations
• Pre-contract documents
• Interim agreements and pre-contract contracts
• Structure of IT agreements
• Responsibility for technical schedules
• Understanding enough IT to work with IT contracts: Part 1
• Lawyers v IT consultants
• Computer architecture
• Storage devices
• Software - what is it?
• Source code v object code
• Databases
• Classical networks - what are they?
• Understanding enough IT to work with IT contracts: Part 2
• The Internet
• IP Addressing and DNS
• ASP to Software as a Service (SaaS) to the Cloud
• Virtualisation
• Content and data
• Analogue to digital
• Communications
• Encryption
• Future trends
• Software Licences
• Software
• The software licence:
• Background/Commercial questions/Goods or Services?/Express terms:
• Usual restrictions/Safeguards against restrictions/The effect of the Software Directive/Warranties to a standard/Date and currency warranties /communicating the licence terms/shrink and web-wrapped software
• Maintenance & support adjuncts
• Escrow
• Etymology of an IT project: group exercise: Part I
• Waterfall commercials - how to negotiate
• Etymology of an IT project: group exercise: Part II
• Waterfall software development
• Waterfall development contracts

Day Two

• Software Development
• Agile v Waterfall methodologies
• Crowdsourcing and open source development
• Agile contracts
• Software as a service
• Advantages and disadvantages
• LHA v SaaS agreements
• Customer sensible due diligence
• SaaS agreement
• Copyright and database rights (Part 1)
• What is copyright?/Important copyright issues/Database rights/sources of most disputes/ Copyright and enforcement bodies/FAST and the BSA/audit clauses
• Copyright and database rights (Part 2)
• Porting software
• Non-textually copying software
• Software patents
• Moral rights in software and typefaces
• Outsourcing and IT Services contracts
• Overriding principle/Structure of an IT services agreement/Services/SLAs/Change control and project/system scope creep/how are IT suppliers managed/Supplier warranties v customer pushbacks
• IT Reseller Agreements
• Software distribution - what does the industry do?
• Sales agents
• Sales representatives
• Resellers
• Contracts
• Problems with IT contracts
• Typical disputes in IT projects
• Methods of IT dispute resolution and corresponding clauses
• Litigation/ADR/Mediation/Arbitration
• Expert determination
• Neutral evaluation
• Ping-pong determination
• Disclosure issues
• Software ownership issues: who owns it?
• Open source software
• The rise of OSS
• Historical concepts
• The open source definition
• The trajectory of OSS today
• OSS as an industry
• OSS licences
• IT warranties and clauses
• Implied terms
• Anglo v Winter Brown
• Quality
• Material substantial or reasonable
• Anti-virus clauses
• Date issues and clauses
• Comm issues and clauses
• Currency issues and clauses
• Sizing warranties and scalability issues