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Negotiating and Drafting IT Contracts Training Course (March 11-12, 2021)

  • ID: 5147076
  • Conference
  • Region: Global
  • 2 Days
  • Falconbury Ltd
  • Conference Dates: March 11-12, 2021
A two-day seminar designed to explain what IT contracts are, how and why they work and how to put them in place

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 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
  • What the IT (separate from the contract) actually means

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

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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
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  •  Mark Weston Mark Weston ,
    Hill Dickinson LLP


    Mark Weston is a partner at Hill Dickinson LLP where he is Head of Commercial Law (London), Information Technology Law and, Intellectual Property Law. Mark joined the firm in 2016 from Matthew Arnold & Baldwin LLP where for 12 years he was a partner and Head of the Commercial, Intellectual Property and Information Technology Group, before which he spent 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, digital and privacy/data law. He specialises in commercial and tech issues. 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 distribution, agency, franchising, sales and marketing strategies, advice and documentation) as well as extensive IT niches including advising clients regarding hardware and software issues (including SaaS, cloud, development, licensing, maintenance and distribution), solutions for and methods of transacting on the Internet, electronic commerce including B2B, B2C and B2G, S-commerce and M-commerce, social media, 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 IT litigation (and different alternative dispute resolution techniques). Mark writes various books on his specialist topics and is an editor and contributor to several publications and articles and lectures at numerous commercial, IP and IT-related conferences and training programmes. Mark appears regularly on BBC1 (usually providing advice on-screen to BBC Watchdog) and also on Sky News as a legal commentator.
     

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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
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