CPD Hours Level
Seminar 12 IntroductionInformation
Accreditation Information
SRA Competency B
'Really engaging, pitched at the right level and with lots of useful tips and practical examples. Really enjoyed Mark's enthusiasm and energy throughout, and his subject knowledge was faultless!'
Hannah Suthren, QBE Management Services (UK) Ltd


This course will cover everything you need to know to understand and deal with IT contracts. It will also cover how to negotiate and draft those IT contracts.

By attending this course, you will learn about what could be a new area for you or update yourself to the latest and best law and practice. Find out:

  • Will I be able to know enough about IT to be able to work better with IT contracts?
  • Will I gain practical knowledge of the etymology of IT projects?
  • Will I become familiar with software licences?
  • Will I understand the special features of outsourcing and IT service contracts?
  • Will I understand liability in IT contracts and how to limit or exclude it
  • Will I understand the differences between copyright and database rights?
  • Will I be able to identify and deal with typical problems with IT contracts?
  • Will I gain a practical understanding of third party rights in IT contracts?

What You Will Learn

This course will cover the following:

Day One

  • Course introduction and delegate introduction
  • Background to an IT contract (Pre-contract preparations)
    • Part 1: Prevention is better than cure
      • Differences in relationship/Words to avoid - and encourage
    • Part 2: Preparing to negotiate
      • Tendering/Managing the negotiations/Pre-contract documents/Interim agreements and pre-contract contracts/Structure of IT agreements
  • Understanding enough IT to work with IT contracts: Part 1
    • Aims: lawyers or consultants?/Computer architecture/Storage devices/Software - what is it?/Classical networks - what are they?
  • Understanding enough IT to work with IT contracts: Part 2
    • The Internet/The cloud
    • Content and data
      • Analogue to digital
    • Communications/Encryption/The future
  • Software Licences
    • Software
    • The software licence:
      • Background/Commercial questions/Goods or Services?/Express terms:
      • Usual restrictions/Safeguards against restrictions/Warranties to a standard/Date warranties (in brief)/Euro/Wrapping it up
    • Maintenance & support
    • Escrow
  • Exclusion and limitation clauses
    • Economic rationale
    • A partisan view of liability
    • Drafting a liability clause
      • The contract/tort cover/Types of loss in theory/Types of loss in practice
    • Generic clauses, what's in and a 2 step test:
      • Interpretation: contra proferentem/UCTA 1977
    • Special examples:
      • Consequential loss/Process issues/Exercises
    • Further work:
      • A US clause/Regus v Epcot
  • Etymology of an IT project: group exercise: Part I
    • Project planning
  • Etymology of an IT project: group exercise: Part II
    • Waterfall software development

Day Two

  • Software Development
    • Waterfall methodology/Agile methodology/Crowdsourcing and open source
  • 3 centuries of IT warranties and clauses: 19th Century to 21st Century
    • I: 19C Warranties and terms
      • Implied terms
      • Express terms
        • Standard terminology/Endeavours: best v reasonable/Material, substantial or reasonable?
      • Prime contractor v subcontractor
    • II: 21C Warranties and terms
      • Anti-virus clauses/Func-Perm clauses/Sizing warranties
  • Copyright and database rights (Part 1)
    • What is copyright?/Important copyright issues/Database rights/Examples of copyright works & database right/Likely areas of infringement/Copyright bodies
    • Software issues:
      • Porting/Non-textual copying/Software patents?
    • Moral rights
  • Copyright and database rights (Part 2)
  • Outsourcing and IT Services contracts
    • Overriding principle/Structure of an IT services agreement/Services/SLAs/Change control/Supplier management/Supplier warranties
  • Entire Agreement clauses in IT contracts
  • Problems with IT contracts
    • Disputes in projects
    • Methods of dispute resolution
      • Litigation/ADR/Mediation/Arbitration
    • Disclosure issues
    • Software ownership issues: who owns it?
  • Limitation exclusion and limitation: A practical exercise
  • Third party rights in IT contracts
    • Privity/Some history/Practical examples/The 1999 rules/Drafting issues and traps/Back to shrink-wraps

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Seminar | 01.06.2020

London | 9:30am - 5:15pm

A to Z of Negotiating & Drafting IT Contracts - In 2 Days

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9:30am - 5:15pm
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Discounts are available for multiple places and if you have 5 or more people interested in this course and would like to discuss holding it in your area or on an in-house basis then please email us at information@mblseminars.com
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