Who Should Attend

Supply management and IT professionals involved in the purchase or contracting of computer software, hardware or unique technologies. Participants should have a fundamental knowledge of business contracts, purchasing law and the Uniform Commercial Code (UCC).

Suggested prerequisites: Contract Writing Basics: What All the Ts and Cs Mean and/or Purchasing and the Law: The Basics You Need to Succeed.

You Will Learn...

• To understand, analyze and construct agreements for complex buys
• Key techniques to negotiate and draft effective technology procurement statements of work and agreements
• How to use important application contract terms
• Methods to protect intellectual property
• The latest technology and e-commerce legal developments pertaining to purchasing and supply

You Will Earn...

14 continuing education hours

Course Outline

1. What makes technology contracts different; Review of basic contract law; Distinguishing between goods, services and information; Determining which body of law covers the contract; Drafting contracts governed by more than one body of law; How body of law differs from choice of law, choice of forum and mode of dispute resolution; Bidding processes, specifications and warranties; Defining independent contractor versus employee, and the legal implications
2. Primer on intellectual property; Defining intellectual property; Copyrights; Patents; Trademarks, service marks; Trade secrets
3. Legal elements of license agreements; The importance of and need for software licensing agreements; Defining the intellectual property to be transferred; How license agreements for shrink-wrap (off-the-shelf) software differ from license agreements for customized software; Commonly used terms and conditions; Protecting confidentiality of buyer and seller; Scope-of-use restrictions; Term of license; Using and drafting escrow agreements and software source code escrow agreements
4. Defining scope of work and technical requirements; Defining user requirements; Developing clear specifications and performance standards; Defining software design and functional requirements; Defining hardware requirements; Overall expectations of system performance; Project management needs and resources in buyer and seller organizations; Acceptance testing: Defining final acceptance, drafting acceptance testing criteria; Practical exercises in contract writing and review
5. Training, support and maintenance agreements; Identifying training needs, costs of training, where training occurs; Identifying internal and external technical support needs; Defining scope of maintenance agreement, scope of support services required; Software release updates, fixing of bugs, enhancements to existing software; Warranty versus maintenance
6. Other common clauses in technology contracts; Confidentiality and non-disclosure; Royalties and payment options; Transfer of proprietary rights; Warranties and specifications; Remedies and limitations; Assignment: Determining negotiable factors of these clauses and other agreement issues
7. Legal considerations surrounding electronic commerce; Legal implications of purchasing via the Internet; Creating enforceable, legal contracts online; The role and use of digital signatures

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