Merit Event - IT Contracts
18
IT Contracts 10 October 2001
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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 of Merit Event - IT Contracts
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: [email protected]
David Worrall
SolicitorDLA
India BuildingsWater Street
LiverpoolL2 ONH
Tel: 0151 237 4739Fax: 0151 237 4890
E-mail: [email protected]
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: [email protected]
David Worrall
SolicitorDLA
India BuildingsWater Street
LiverpoolL2 ONH
Tel: 0151 237 4739Fax: 0151 237 4890
E-mail: [email protected]
