Negotiating and Drafting IT Contracts

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

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

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

The Expert Presenter

MARK WESTON is a partner at Matthew Arnold and Baldwin where he joined in August 2004 as Head of the Commercial, Intellectual Property and Information Technology Group, after several years at Baker & McKenzie. Mark’s practice covers both non-contentious and contentious matters in all areas of commercial law, intellectual property law, information technology law, Internet, electronic commerce, and on-line services law.

He has extensive experience in-house, having been seconded in the past to Hewlett Packard and new technology companies. His practice covers all sorts of commercial areas (including franchising) as well as extensive IT niches including advising clients regarding hardware and software issues (including development, licensing, maintenance and distribution), solutions for and methods of transacting on the Internet, electronic commerce, including B2B, B2C and B2G, strategies to minimise or maximise liability and carry out compliance audits, outsourcing, facilities management, procurement, company IT policies and data protection (privacy) issues.

He also has experience in various other areas of advanced IT law (such as digital signatures and PKI) and in dealing with software disputes and IT litigation (and methods of using alternative dispute resolution techniques).

Mark is Chairman of the Society for Computers & Law (North London and Home Counties Region), Chairman of the Intellectual Property Interest Group of Lawnet and is a premier member of the Eurojuris Intellectual Property Panel. Mark is an editor and contributor of several publications and articles and lectures at numerous commercial, IP and IT related conferences and training programmes.

Drafting Commercial Contracts

Drafting Legal Clauses

Business and Contract Law

Effective Contract Management and Administration

Mini Executive-MBA for the IT Professional

International Intellectual Property Law

International Technology Licensing Agreements

This course qualifies for the following CPD programmes:

• Solicitors Regulation Authority: 11.50 hours
• General Council of the Bar: 11.50 hours

• ABB Schweiz AG
• AGEAS Insurance (UK) Ltd
• Amey Group Plc
• Amlin Commercial UK
• BAE SYSTEMS plc
• BANK OF GEORGIA
• Caterpillar Legal Services
• DAS Legal Expenses Insurance Co Ltd
• Detica
• Domestic & General Group Plc
• Electricity Northwest Ltd
• Galaxy Backbone Plc
• Genmab AS
• HALLIWELLS LLP
• Holcim Group Support Ltd
• Huntleigh Healthcare Ltd
• K3 BTG PLC
• Kainos Software Ltd
• Matthew Arnold & Baldwin
• Now Training Ltd
• PAC Solicitors
• PayPoint Network Ltd
• Pindar Group
• Schlumberger
• Sirius International Insurance Co (publ)
• Sungard
• Thames Valley Police
• Total E&P UK Ltd
• Universal Postal Union
• VODAFONE GREECE