merit event - it contracts

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“Most IT legal disputes could be avoided with a little more research before contracts are signed” say legal experts. The vast majority of these disputes arise from the misinterpretation of what a company expects and what it actually receives due to a ‘rush to market’ business culture. MERIT, in association with UK Online, has invited Tier One Ltd. and DLA Solicitors to present a seminar on an issue that has been highlighted recently with a number of high profile actions. The seminar will concentrate on; • The value of having a good contract. •The Service Triangle • Relationship Management • Service Management The seminar would be particularly useful for IT managers with procurement responsibilities and buyers/contract managers with responsibilities for IT procurement. If you would like to reserve a place(s) at this event please complete and return the form overleaf or book on-line via the events section at www.merit.org.uk.

TRANSCRIPT

IT Contracts

CONTRACTUAL ISSUES - INCLUDING LIMITS OF LIABILITY AND WARRANTIES

10 October 2001

DLA – IT LAW FIRM OF THE YEARInsider's Guides to IT & Telecoms 2000

Peter Brook

AssociateDLA

India BuildingsWater Street

LiverpoolL2 ONH

Tel: 0151 237 4782Fax: 0151 237 4890

E-mail: peter.brook@dla.com

David Worrall

SolicitorDLA

India BuildingsWater Street

LiverpoolL2 ONH

Tel: 0151 237 4739Fax: 0151 237 4890

E-mail: david.worrall@dla.com

Problem? What Problem?In a 5 year period:73% had problems

with their computer system

35% had system crashes

60% had to to call back their suppliers

Common ProblemsParties don't

appreciate the complexity

Users fail to produce a proper specification

Vendors oversell Requirements

change during implemenation

Contract or not to ContractContracting or not

at the wrong time can cause problems

A contract is created If an offer Unconditionally

accepted Consideration Intention

Using your Lawyer Effectively

Early Instructions

Need not be expensive

Tender assessment

Check What is in Writing

Question the contract

Tidy doesn't mean correct

Watch for entire agreement clauses

What should go into the contract?

Detail

Certainty

Looking ahead

Parties

Who should sign?

Associated companies?

Rights in Software

Ownership?

Licence Terms?

Assignability

Restrictions

Specification

As much thought and details as possible – worthwhile effort

Ensure warranties are given

Staff

Ensure key individuals are named

Timetable

Agree one!!

Specify reduction in price if late?

Staged Payments

Use staged payments as an incentive

Quality

Warranties as to quality, skill etc

Misuse of third party's rights

Maintenance

Agree at the outset

As much detail as possible

Service levels, duration etc.

Escrow

Place source code with independent third party ("Escrow")

Trigger release on e.g. insolvency

DLA – IT LAW FIRM OF THE YEARInsider's Guides to IT & Telecoms 2000

Peter Brook

AssociateDLA

India BuildingsWater Street

LiverpoolL2 ONH

Tel: 0151 237 4782Fax: 0151 237 4890

E-mail: peter.brook@dla.com

David Worrall

SolicitorDLA

India BuildingsWater Street

LiverpoolL2 ONH

Tel: 0151 237 4739Fax: 0151 237 4890

E-mail: david.worrall@dla.com

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