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Onsite Seminar

Negotiations & Collaboration

Negotiating Software Agreements

  1. Introduction
    1. Why we must negotiate license agreements
    2. Current issues in the marketplace
    3. What else are we getting in a software package?

  2. Tools for Negotiations
    1. Developing Your negotiation Checklist
    2. Creating a Profile Review
    3. Applying Your Negotiation plan to a L-O-B

  3. Utilizing an RFP Process
    1. The Process Flow of the RFP
    2. Controlling the Process
    3. An Effective Statement of Work
    4. Risk/Benefits of the RFP Process

  4. Key Issues and Developments in Intellectual Property
    1. How UCITA applies to the transaction
      1. Define
      2. Comparison and Contrast UCC & UCITA
      3. Case Analysis
    2. Copyrights and trade secrets
    3. Types of license agreements
    4. Lease Versus Purchase
    5. So what does the Buyer really own??

  5. The Licensing of Software in the Marketplace
    1. Definition
    2. Types of licenses
    3. Rights granted to license holder
    4. Contract Terms and Conditions
      1. Sample Contract
    5. Service issues
    6. Warranties
    7. Indemnification
      1. Buyer
      2. Seller
    8. Terms of a Contract
    9. Source Code Availability
    10. Conditions Frequently Employed
    11. Inception for Acceptance
    12. Firm Up Their Training and Support
    13. Options Available for Payment
    14. Where does Source Codes Come in?
    15. Other necessary Terms in the Contract

  6. Service Level Agreements
    1. Define
    2. How to Incorporate in the Contract
      1. Seller offers
      2. Buyer must exact
    3. How to secure against future payments
    4. Incorporation into Contract Conditions

  7. Case Analysis
    In this period the groups will assess an individual case concerning contract right and identify the major issues and what other items should have been reviewed for discussion or planned for in the earlier negotiation strategy.

  8. How and Why Utilizing a Team Approach is Best
    1. Creating the team
    2. Who Should be on and From What Areas
    3. Sharing Responsibilities and Rewards

  9. Putting an Effective Contract Together
    1. Understand Which Law Applies
    2. Knowing key Clauses and Conditions in a Software Contract
    3. What Rights Does a Licensee Really Have
    4. Incorporating Key Performance Indicators
    5. Other Critical Clauses for Necessary Protection

  10. Administering the Contract
    1. The Unsung Hero of All Major Purchases
    2. Monitoring Pro-Actively
    3. Risk of Non-Performance
    4. Preserving the Rights
    5. Proper Closure
    6. Supplier Evaluation

  11. Reviewing A License Agreement

  12. Conclusion


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