Understanding, Drafting and Negotiating Technology Contracts

Understand international IT contracts and their complexities, to ensure effective use, manage risk and draft a watertight agreement with this bespoke In-house programme.

Course Overview

All those involved in IT, information security and compliance need to understand the trends and industry norms. A tough commercial environment means you need to guarantee IT and contract departments are getting the best terms available. Unfortunately many organisations fail to appreciate the substantial risks and costs that can result from development, distribution or acquisition and use of new technologies and licenses software.*

This highly practical three-day programme In-house programme will walk the team through the three key stages of drafting and negotiating a technology deal from understanding the technologies and their legal implications, through to putting a watertight agreement together and finally closing the deal. Providing both technical and practical skills development this workshop will present participants with the knowledge they need to deliver more equitable contracts for licensing, training needs, support and maintenance, outsourcing and escrow and development and how to reduce the confusion that often leads to litigation.

By training your team with this tailored In-house workshop they will:

  • Evaluate the rights to use, modify, reproduce, distribute, reverse engineer and otherwise maximise the commercial value of the content
  • Know the extent to which other parties can limit or exclude liability to understand the organisations exposure
  • Learn about the international data protection regimes including the implications of the General Data Protection Directive (GDPR)
  • Examine the structure and content of different types of technology agreements from both perspectives to deliver the right agreement for future deals
  • Recognise the information security challenges and how to overcome them
  • Consider cyber risks and insurable issues and how to manage the risk
  • Understand the relevance of other laws on technology contracting
  • Participate in a practical negotiation scenario to better understand and respond to opposing tactics

Sample Programme Day 1

Module One- Key technologies and their legal implications

Understanding software license agreement

  • What is a technology contract
  • Goals and purposes of parties to IT contracts
  • Types of agreements and the impact of standard terms and conditions

Technology and intellectual property

  • An introduction to relevant:
    • Contract laws
    • Patent laws
    • Copyright laws
    • Database laws
    • Trade secrets laws
    • Trade mark laws
  • Moral rights
  • EU Directives and other international conventions
Technology and data protection
  • International laws
  • Data sharing
  • Data processors
  • Cost of non-compliance

Technology and information security

  • Data security
  • Data breach laws
  • Cyber risk insurance

Social Media and bring your own devices (BYOD)

  • Effective use of social media
  • Managing the risk
  • Policies and procedures
  • Managing discovery and disclosure

Outsourcing and the Cloud

  • Opportunities and risks of outsourcing
  • Cloud specific issues
  • IP in the Cloud
  • Security in the Cloud

Sample Programme Day 2

Module Two- Drafting the structure and content of the agreement

Pre-contract contracts

  • Tenders
  • Interim documents
  • Pre-contract documents
  • Heads of agreements/memorandum of understanding:
    • Are they useful?
    • Do they work?
    • How do they relate to the final contract?
    • Review of letters of intent and comfort letters

Key contract issues

  • Structure of IT agreements
  • Analysing essential contract terms
  • The licensors analysis
  • The licensee’s analysis
  • Checklist

Examining license grant clauses in IT contracts

  • Review sample clauses
  • Discussion of use, reproduction, distribution and modification rights
  • Analysis of limitations on these rights
  • Consequences of exceeding your licensed rights
  • The burdens on licensees in negotiating licensed rights
  • Licensing terminology that limits or expands licensed rights or payment obligations – non-exclusive, exclusive, non-transferable, perpetual, irrevocable, paid-up, source code, executable code or open source

Distinguishing between straightforward and difficult issues

  • Analysing issues prior to negotiations
  • Successfully negotiating both straightforward and difficult to resolve issues
  • Recognising which issues cannot be agreed upon
  • Negotiating tough issues in software license agreements
  • Ownership of the intellectual property rights in software
  • Royalties
  • Performance requirements and incentives
  • Acceptance tests and the payment cycle
  • Most favoured customer clauses
  • Expressed and implied warranty disclaimer provision
  • Limitation on recoverable damages clauses
  • Consequential damages exclusions clauses

Managing dispute in IT and software contracts

  • Litigation
  • Dispute resolution
  • Mediation
  • Arbitration

Sample Programme Day 3

Module three – Negotiating an effective technology solution/agreement

Negotiating styles, ethics, and elements of a win-win deal
• Negotiating styles prevalent in a number of countries
• Ethics in negotiations
• Interactive analysis of the key elements in a win-win deal

Examining software provider negotiating strategies and tactics

  • The common software licensor’s strategy:
    • Profit orientation
    • Responsibility v control
    • Licensee flexibility v cost
    • Standard contracts and pricing
    • The bigger deal, the more potential for concessions to the licensee
    • Tactics commonly employed

Examining software licensee negotiating strategies and tactics

  • Three common strategies – strong attack, intelligent attack and selected target strategy with red herrings
  • Strategies in some foreign cultures
  • Mixing elements of common strategies
  • Tactics commonly employed

Practical Workshop

Negotiation of a technology solution

  • Using the techniques and tactics you have learned you will negotiate a real complex technology deal from start to finish.
  • Gain hands-on experience as you apply your strategy and tactics towards negotiable issues. You will also learn to resolve conflicts in a mutually acceptable manner.
  • You will receive a summary of the real-life outcome of negotiations in your case study so that you can compare your results with actual results. Negotiation strategies, tactics and results will be critiqued, and the strengths and weaknesses of each team’s approach will be analysed.

Recommended Trainer

Robert Bond is a Partner and Notary Public at Speechly Bircham and a Certified Compliance and Ethics Professional (CCEP) with over 30 years’ experience in advising national and international clients on all of their commercial IP, technology and data protection requirements. Robert specialises in data, technology and information law and has market leading expertise in a number of specialist sectors including computer games and digital media where he is an acknowledged industry expert.

Robert’s clients cover a wide spectrum from small businesses to major US-based multi-nationals. Much of Robert’s work involves advising clients on the development, identification, protection and commercialisation of their IP assets; ranging from advising on IT contracts, outsourcing and franchising to ensuring adherence to requisite global information security compliance and data protection requirements.

Continuing professional development

This course qualifies for the following CPD programmes:

  • CPD certificate of attendance: 17.00 hours

Bespoke training

We can customise this course to meet the requirements of your organisation. Contact us to discuss your training requirements.

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