Negotiating and Drafting IT Contracts

Course overview

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 company 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:

• What they are
• How and why they work
• What should be included
• How to put them in place
• How to overcome the key challenges

This practical and intensive 2-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.

Who should attend?

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

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

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 aspects of software licences
• Take a closer look at liability in IT contracts and how to limit or exclude it
• Gain practical knowledge of the etymology of IT projects through 'hands-on' exercises
• Find out about copyright and database rights
• Hear about the special features of outsourcing and IT service contracts
• Learn how to identify and deal with typical problems with IT contracts
• And finally, gain a practical under standing of third party rights in IT contracts

Programme - Day 1

Course introduction and delegate introduction

Background to an IT contract

• Tendering
• Managing negotiations
• Pre-contract documents
• Interim documents
• Structure of IT agreements

Understanding enough about IT to work with IT contracts – Part 1

• Computer architecture
• Storage devices
• Software – what is it?
• Networks – what are they?

Understanding enough about IT to work with IT contracts – Part 2

• The Internet
• Content and data
• Communications
• Encryption
• The future

Software licences

• Software
• The software licence:
  • Background
  • Commercial questions
  • Goods or services?
  • Express terms:
  • Usual restrictions
  • Safeguards against restrictions
  • Warranties to a standard
  • Date warranties (in brief)
  • Euro
  • Wrapping it up

• Maintenance and support
• Escrow

Liability: Can a supplier limit or exclude it?

• Economic rationale
• Contra proferentem
• Unfair Contract Terms Act 1977
• The case law
• Open issues
• Proposals for reform

Etymology of an IT project: Group exercise – Part I

• Project planning

Etymology of an IT project: Group exercise – Part II

• Software development

Question and answer session

Programme - Day 2

3 centuries of IT contracts

• Part I: 20C Warranties and terms
  • Implied terms
  • Express terms
  • Warranty v maintenance
  • Endeavours: best v reasonable
  • Material, substantial or reasonable?
  • Prime contractor v subcontractor

• Part II: 21C Warranties and terms
  • Anti-virus clauses
  • Func-Perm clauses
  • Specialist Func compliance
  • Sizing warranties

Copyright and database rights

• What they are
• Sources of most disputes
• Substantiality
• Exemptions
• FAST and the BSA
• Recent regulations
• The use of the © symbol
• Moral rights

Outsourcing and IT services contracts

• Services
• Service Level Agreements (SLAs)
• Change control
• Supplier management
• Supplier warranties
• IT consultancy

Entire agreement clauses in IT contracts

Problems with IT contracts

• Litigation
• ADR
• Mediation
• Arbitration
• Software – who owns it?

Limitation exclusion and limitation – A practical exercise

Third party rights in IT contracts

• History
• Contracts (Rights of Third Parties) Act 1999
• Relevant issues

Question and answer session