Description

ABOUT THE COURSE

Understand IT contracts and their complexities to ensure you draft watertight agreements and manage the risks effectively

All those involved in IT transactions need to understand the trends and industry ‘norms’. A tough commercial environment means you need to guarantee you are getting the best terms available and the best deal for your organization or clients. This course has been specifically designed to engage both IT supplier and users of IT to develop their understanding of the structure and content of IT contracts:

This practical and intensive 5 - day programme will boost your knowledge in these five key areas to ensure you get the deal done with the best terms for your organisation.

• What they are
• How and why they work
• What should be included
• How to put them in place
• How to overcome the key challenges
• What the IT (separate from the contract) actually means

TARGET PARTICIPANTS

This seminar is designed for representatives from both IT suppliers and users/buyers including:

• In house lawyers, Private practice lawyers and IT consultants
• Contract managers; Procurement managers;Buyers
• IT directors and managers

COURSE OBJECTIVES

By attending this seminar, you will:

• Understand both the supplier and user perspective
• Learn enough about IT to be able to work better with IT contracts
• Become familiar with all aspect of software licences
• Take a close look at liability in IT contracts and how to limit or exclude it
• Gain practical knowledge of the of IT projects through ‘hand-on’ exercise
• Find out about copyright and database rights
• Hear about the special features of outsourcing and IT service contracts
• And finally, gain a practical understanding of third party rights in IT contracts.

COURSE CONTENT

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 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

• Lawyers vs IT consultants
• Computer architecture
• Storage devices
• Software – what is it?
  • Source code vs object code
  • Databases
• Classical networks – what are they?
• The Internet
  • IP Addressing and DNS 
  • ASP to Software as a Service (SaaS) to the Cloud
• Virtualisation
• Content and data
  • Analogue v digital
• Communications
• Encryption
• AI and machine learning
• Future trends

Software Licences

• Software
• Software licences:
  • Background
  • Commercial questions
  • Goods or Services?
  • Express terms:
    • Usual restrictions in software licences
    • Safeguards against those 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 and support adjuncts
• Escrow:
  • Source code escrow
  • SaaS step-in 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

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:
  • Description of services
  • Right to use
  • Scope of use
  • Price 
  • Other clauses  

Copyright and database rights – basic principles (Part 1)

• What is copyright? – and important copyright issues
• Use of the © symbol
• What are database rights?
• Sources of most disputes
• Copyright enforcement bodies
• FAST and the BSA
• Audit clauses

Copyright and database rights – implications for software activities (Part 2)

• Porting software
• Non-textually copying software
• Software patents
• Moral rights in software and typefaces

Outsourcing and IT services contracts

• Overriding principles
• Structures of IT services agreements
• Defining services
• Defining Service Level Agreements (SLAs)
• Change control and project/system scope creep
• How are IT suppliers managed?
• Supplier warranties vs 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 and arbitration
  • Expert determination
  • Neutral evaluation
  • Ping-pong determination
• Disclosure issues
• Software ownership issues: who owns it?

Open source software

• 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