IT and software procurement

Scheduled Dates (sort by: location | date)

Audience

This is a 'must attend' event for:

• Purchasing/procurement managers
• Contracts/commercial managers

In different ways, this event is applicable to both customers and suppliers.The following will also benefit:

• In-house lawyers
• IT managers

Skills Gained

• Understand how contract law operates in the context of IT procurement, what the dangers are and how to avoid them
• Appreciate the commercial significance of intellectual property rights in software and databases
• Understand why mistakes happen in system selection and procurement and learn from the mistakes of others
• Understand key contractual clauses and their commercial implications
• Avoid making costly mistakes when negotiating software licence agreements
• Ensure that service contracts deliver what they are meant to
• Understand the differences between outsourcing contracts and other IT service contracts
• Reduce the risk of being caught out when disputes arise Above all, attending this programme will help you manage the commercial risk inherent in any IT or software contract, whether you are a supplier or a purchaser.

Course Outline

Contract law in IT procurement

• An introduction to contract law in a computer system and software context - the rules and dangers explained for non-lawyers:
• Legal agreements as business plans
• Formation of a contract - intention to create legal relations
• Dangers: (1) The 'accidental contract' (2) 'no overall project contract'
• Unenforcable agreements to agree
• Conditions and warranties
• Assignment and novation
• Indemnities: Their uses and abuses
• Parties and privity - contracting with groups
• Contracts (Rights of Third Parties) Act 1999

Intellectual property rights in software and databases

• The different kinds of intellectual property that can exist in software and databases, and their respective characteristics:
• Copyright and neighbouring rights
• Patents - patents generally, in software, and in business processes
• Trade marks and service marks
• Confidentiality clauses and agreements
• Confidentiality and the Freedom of Information Act 2000
• Contractual provisions for IPR ownership in IT contracts
• 'Background' and 'foreground' technology
• Reverse engineering

Software licence and development agreements

• An examination of the clauses in a typical software licence, with a discussion on how hidden compliance requirements can lead to unbudgeted additional licence fees:
• What is a software licence?
• Key features of most software licenses
• Shrink-wrap licenses and volume licensing arrangements
• Software licenses from U.S. companies
• Hidden pricing traps
• Restrictions on assignment of software licenses
• Software escrow arrangements
• Open source software

Liability and dispute clauses

• The areas of potential liability to which computer system and software producers, distributors and users are exposed, techniques which may be used to reduce such risks, and different approaches to dispute resolution clauses:
• Practical aspects of negotiating exclusion clauses
• Customer v Supplier negotiating stances
• Insurance clauses
• Intellectual property infringement
• Drafting indirect and consequential loss clauses
• Calculating a reasonable cap on liability
• The new Unfair Contract Terms Bill

The procurement process prior to signature

• Why even sophisticated users and suppliers can go wrong with their system selection and procurement projects, and the steps which can help reduce the risk of failure:
• The procurement process - some simple negotiating mistakes
• Invitations to tender / Short-listing
• Heads of agreement and MOUs
• Comparative evaluation
• Prime contractors and sub-contractors
• Teaming agreements
• Role of consultants

IT procurement contracts in general

• An examination of typical contract contents, in the context of computer system procurement, with specimen contract forms:
• Relationship between supply and support contacts
• Implied statutory and common law warranties
• Importance of tailor-made warranties and specifications
• IT Warranties re viruses, euro-functionality, spare parts etc.
• Change management
• Delivery obligations, time being of the essence, and liquidated damages
• Acceptance testing
• Payment terms - stage payments

Hardware maintenance, software support and other IT service contracts

• This part of the seminar explores some more features that are common to all IT service contracts and then focuses on several kinds of specific service contract:
• Who does what, where, when etc.
• Minimum service description elements
• Service credit clauses
• Software support - current and old versions of software
• Disaster recovery and business continuity agreements

IT outsourcing contracts

• An introduction to IT outsourcing for beginners, in particular the similarities and differences between an IT outsourcing contract and any other IT services contract
• The importance of a multi-disciplinary approach
• Asset transfer agreements and software licence issues
• Base-lines and service credits
• Exit management procedures
• IT out-sourcing to off-shore jurisdictions
• Data Protection Act compliance - data processor clauses, personal data export
• IT law aspects of outsourcing financial services - FSA compliance
• TUPE - the basics

IT and software procurement / PR-IT