1 welcome to technology contracts and negotiations! prof. william reilly spring 2012

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Welcome to Technology Contracts and Negotiations!

Prof. William Reilly

Spring 2012

Goal of the Course

The goal of this course is to give you "Day 1" practical skills and strategies to:

• understand the substantive contract law as practiced in the "Valley", 

• learn necessary technical skills to "redline" 

• learn the techniques used to negotiate a variety of technology contracts from top to bottom.

Supplemental Materials:

http://techcontracts.yolasite.com/

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Tech Contract Experience

Course

Final (takehome): 30%

Redline an agreement and email it within certain time period

Mid-Term (takehome) 20%

Class Participation: 30%

Discussion contribution

Mock negotiations

Homework Assignments: 20%

Email to me prior to the start of class

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Reading Material

Homework Assignment

In-class materials

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Components of the Course

Substantive Law

Negotiation Strategy

Procedures

Drafting Techniques

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Tech Contract Elements

Risk

Shifting

Mitigation

Expectation

Boilerplate

•Indemnification •Limitation of liability•Venue / Choice of Law•Reps / Warranties

• Term and Termination• Reps / Warranties• Exclusivity / MFN• Dispute Resolution•Insurance

• Definitions• SOW requirements• SLA• IP ownership• Pricing

• Integration Clause• Survival Clause• Anti-waiver / modifications• Compliance with law

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Redlining Protocol

General Protocol: - Never accept changes until the other side has agreed to them- Never add in content without redlining for the other party- If adding back in language you wrote that was stricken, re-type your content back into the doc while leaving track changes on- Use […] as comments:

- they are easier to follow and respond to [Bob:…][Kate:...]- they are easier to find by doing a search for “[“- you don’t have to review in horrible “bubble” mode- print outs are easier to read- it is easier to direct comments to specific people: [Nate:…] or [Yelp engineering:…]

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Formal Structure of a Tech Contract

Framing Language

Business Points

Risk Points

Boilerplate

Exhibits, etc..

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Structure of a Tech Contract

Framing language (non-Bx section that provides references to interpret the Points) Introduction

Parties, address, state of inc, Effective date

Recitals Definitions Closing statement Signature blocks

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Structure of a Tech Contract

Business Points (list of business objectives and rules that can cause Bx.) License / operative purpose of agreement Obligations of the parties Payment terms Marketing / logo use Term / termination

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Structure of a Tech Contract

Risk Points (allocation of risks and ownership - Bx sections) IP Representations and warranties Limitation of liability Indemnification

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Structure of a Tech Contract

Boilerplate Language (important interpretation and rules for the relationship)

Choice of Law Arbitration Force Majeure Integration Assignment Surviving Sections Notice Modifications Waiver Etc…

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Structure of a Tech Contract

Exhibits, schedule, appendices (contain technical and business details that drive the relationship)