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Legal Considerations of Software Licensing and Other Technology-Related Agreements

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Draft licensing agreements that ensure support, maintenance, warranty and software updates. Gain an understanding of the legalities that affect technology and e-commerce purchasing. Review the key components of a contract and requirements for complex buys. Protect intellectual property, analyze and draft various types of technology-related contracts and explore statements of work for electronic projects and contracts.

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: Contracting: What All the Ts and Cs Mean (formerly Contracting Basics: What All the Ts and Cs Mean) and/or Legal Foundations of Supply Management: The Basics You Need to Succeed (formerly Legal Aspects of Supply Management).

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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