9781634251792 (electronic book) 1634251792 (electronic book) 9781634251785 1634251784
The Tech Contracts Handbook is a userfriendly reference manual and training guide on software licenses and other IT agreements, along with cloud computing issues. This handbook is for both lawyers and businesspeople, including contract managers, procurement officers, corporate counsel, salespeople, and anyone else responsible for getting IT deals done. Perhaps, most important, the book uses clear, simple English, just like a good contract. The book describes each clause typically found in a technology agreement, outlines the issues at stake, and offers negotiation tips and sample contract lang.
Formatted Contents Note
Types of IT Agreements The Structure of a Contract and of This Book Using This Book A Little Industry Language, Particularly Re Cloud Computing Three Lessons about Contracting 1. Good Fences Make Good Neighbors 2. There Is No Such Thing as "Legalese" or "Technicalese" 3. Ask Yourself "What's Our Best Option?" Not "What's Fair?" Part I. Prime Clauses A. Standard End User Software License 1. Reproduction and Use 2. End User Restrictions B. Standard Distributor Software License
1. Distribution 2. Distributor Restrictions 3. Minimum Obligations to Distribute C. Software Licenses in General 1. Copyright License Rights 2. Scope Terms 3. Unrestricted License D. Technology Ownership: Assignment and Work-for-Hire 1. Ownership of Work Product 2. Transfer of Existing Assets 3. Transfers from the Vendor's Employees and Contractors E. Subscription for Cloud Services 1. Cloud Services Subscriptions 2. Cloud Resale F. Promise of Professional Services 1. Defining the Professional Service 2. Statements of Work 3. Change Orders G. Payment 1. Customers' Fees
2. Distributors' and Resellers' Fees 3. Due Dates and Invoices Part II. General Clauses; A. Technical Specifications 1. The Importance of Specifications 2. Responsibility for Specifications; 3. Organizing and Editing Specifications 4. Specifications as a Moving Target B. Service Level Agreements 1. Response, Repair, and Remedy 2. The Material Breach Issue 3. SLA Modification C. Maintenance, Including Updates and Upgrades D. Documentation E. Schedule and Milestones F. Delivery, Acceptance, and Rejection F. Delivery, Acceptance, and Rejection G. Nondisclosure/Confidentiality
1. What's Confidential? 2. Restrictions on Use 3. Injunction, Termination, and Retention of Rights H. Data Management and Security 1. Customer Data Defined 2. Data Management and E-Discovery 3. Data Security 4. Data Clauses vs. Nondisclosure Clauses and NDAs I. Warranty 1. Warranty of Function 2. Intellectual Property/Ownership Warranty 3. Professional Services Warranty and Related Promises 4. Other Warranties 5. Disclaimers of Warranties 6. Remedies for Breach of Warranty and Similar Failures J. Indemnity 1. Indemnity in General 2. Indemnities from the Vendor. 3. Exclusions from IP Indemnity4. Indemnities from the Customer, Distributor, or Reseller 5. Mutual Indemnities K. Limitation of Liability 1. Dollar Cap 2. Exclusion of Consequential Damages 3. Unconscionability and Required Clarifications 4. Exceptions: Liability That's Not Limited L. Use of Trademarks M. Training N. Feedback Rights O. Non-Compete and Employee Non-Solicit 1. Non-Compete 2. Employee Non-Solicit P. Software Audits Q. Liquidated Damages R. Disaster Recovery S. Technology Escrow 1. Deposit and Verification 2. License and Confidentiality.