Reviewing software contracts by MindGrove

AUDITING AND REVIEWING SOFTWARE CONTRACTS

COURSE OVERVIEW

Few non-vendor staff, auditors or reviewers have meaningful knowledge of what to look for in a software contract. And this, on many occasions, has led to difficulties or misunderstandings. This course works through a typical contract, area by area, and highlights those issues that should be probed before you sign.

COURSE BENEFITS

Skills:

After completion of this course, you will be able to:

Describe the most important elements of a software contract
Perform a framework audit and review key elements of a software contract before you sign it
Determine where legal counsel may be required to interpret or resolve elements of a contract
Compare existing contracts with an example contract to determine completeness or to determine weaknesses for which legal counsel must be sought
Deploy awareness of contract issues to improve internal processes

Support Materials:

This course is accompanied by a manual that includes full briefing notes and an example contract.

WHO SHOULD ATTEND

This course is open to all. The heart of the course is in the identification of the key contract clauses that must be specified to minimise the possibility of misunderstanding or dispute. The course will not make delegates legal experts, neither is it a substitute for obtaining proper legal counsel. However, the course will highlight issues that invariably lead to complications if they are not properly dealt with.

COURSE Programme

The nature of software contracts

The preamble to contracts – tendering and evaluation of tenders
Issues with contracts – what can go wrong

Contract terms, payments and pricing

Defining terms – the glossary
Vendor account manager and purchaser project manager
Authority for modifications and amendments
Coordination and cooperation between parties
Contract term – duration and phasing of contract
Survivorship – matters that continue after the contract terminates
Pricing, invoicing and payments – the process, under-, over- and advance payments
Payments of commission to third parties and tied or independent status of vendor
Taxes – dealing with taxation

Contract intellectual property rights

Patent and copyright indemnification
Software licence and software ownership – IPR issues and software code escrow
Ownership/rights in data

Contract standards and the law

Legal notices – public and private sector governing law
Compliance with standards, regulatory codes and the law
Clauses found invalid under law
Authority to sign and bind
Re-assignment of rights
Treatment of assets
Legal fees and costs
Copies of contract – counterparts

Contract warranties

Indemnity against third party claims, insurance by vendor, employer’s liability insurance
Software warranty, hardware warranty, physical media warranty
Performance bonds, shipping and risk of loss
Vendor commitments, warranties and representations

Contract documentation and training