Auditing and Reviewing Software Contracts

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 miss-understandings.

This course works through a typical contract, area by area, and highlights those issues that should be probed before you sign the deal.

Suitability and duration

Suitability: All levels

Duration: 2 days

Who should attend

This course is open to all-comers. The heart of the course is in the identification of the key contract clauses that must be specified to minimise the possibility of miss-understanding or dispute. The course will not make delegates legal experts, nor 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.

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 it is let
• 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 for letting software contracts

Support Materials

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

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
• 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 License 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

• System, Software and Hardware Documentation
• Hardware Compatibility
• Training / Operational Documentation / End User Documentation
• Delivery

Contract security and audit

• Protection of Purchaser and Vendor’s Confidential Information
• No Embedded Code Warranty
• Site Security / Software Security / Hardware Security
• Right to Audit and Inspect

Contract commissioning and installation

• Installation and Commissioning
• Standard of Performance and Acceptance
• Service Level Agreements

Contract operations and maintenance

• Change Management
• Software Upgrades and Enhancements
• Other Maintenance and Support

Contract variation and termination

• Right to terminate – renew - vary
• Disputes and Arbitration
• Termination States and Procedures
• Third party funding withdrawal
• Failure to Perform
• Limitation of Liability, Waivers
• Non-Exclusive Remedies and Liquidated Damages