Training Course: Negotiating and Drafting IT Contracts

Training Course Summary:

This practical two-day seminar focuses on IT contracts - what they are, how and why they work and how to put them in place. Designed for representatives of both IT suppliers and users of IT, including in-house lawyers, contract managers and IT managers together with their professional advisers. All those involved in IT transactions need to keep abreast of and be familiar with trends and industry 'norms' in order to get the deal done in the most favourable way for their companies or clients.

The seminar features 'hands on' group exercises when delegates will be divided into groups to work through practical exercises based on the content of the sessions they have attended.

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 understanding of third party rights in IT contracts

Who Should Attend:

This seminar is designed for representatives from both IT suppliers

and users/buyers, including:

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

Training Course Overview/Content:

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

Day Two
3 centuries of IT contracts

I: 19C Warranties and terms
Implied terms
Express terms
Warranty v maintenance
Endeavours: best v reasonable
Material, substantial or reasonable?
Prime contractor v subcontractor
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