CPD Hours Level
Conference expert panelInformation 6 UpdateInformation
SRA Competency B


This conference, chaired by Mark Weston, examines how to get IT contracts right and what happens when things go wrong.

The topics to be covered range from the structuring of IT services agreements through to the latest law on consequential loss exclusions.

If you need to keep up to speed with the latest issues then this conference is for you.

Conference Agenda

This conference will cover the following topics:

9.30am - 10.15am: IT Services Contracts

Mark Weston, Hill Dickinson LLP

IT services contracts remain a mainstay of most large-scale business IT projects and IT implementations. There is an in-built tension between a customer wanting to control a supplier and a supplier needing freedom to get on and provide the services.

This session shows how to achieve the correct balance and will cover:

  • Overriding principles
  • Structure of an IT services agreement: should you be doing the schedules?
    • The Services schedule
    • The SLA schedule
  • Change control
  • Supplier management: 4 areas
  • Supplier warranty balance

10.15am - 11.00am: Free and Open Source Software: Compliance and the Supply Chain

Andrew Katz, Moorcrofts

Almost every software project now contains free and open source software. While it can provide solid, secure and high quality code, developers and users of open source software (and acquirers of and investors in companies that use and deploy it) should be aware of the characteristics of open source that can give rise to risk, and how to identify and manage them.

This session will cover:

  • Commercial context: acquiring, developing and deploying open source software
  • Identifying areas of risk
  • Open Source Licensing: background, and the source of issues
  • Risk management in open source: due diligence in M&A and procurement
  • Introducing OpenChain - the Linux Foundation's compliance programme

11.15am - 12.00pm: Outsourcing in the Era of Transformation Projects

Adrian Sim, Bristows

Organisations are going through an unprecedented wave of IT and digital transformation programmes. Coupled with business still trying to maximise efficiencies and benefits from outsourcing IT functions and other business processes, there are new issues and legal and commercial challenges which are coming to the fore.

This session will cover:

  • The impact of transformation programmes on outsourcing deals
  • How to manage key issues such as the integration risk in these new outsourcing arrangements
  • Dealing with cloud based solutions
  • Negotiation pressure points and market positions in outsourcing agreements on areas such as liabilities, indemnities and IP

12.00pm - 12.45pm: Liabilities and Indemnities - What Are The New Solutions?

Richard Stephens, The Law Office of Richard Stephens

The world of IT contracting is getting more complex - with the advent of cloud-based computing and the consequent rapid growth in concern about security and data protection issues, there are seismic changes taking place in the parties' respective approaches to dealing with liabilities in IT contracts.

This session will consider how the law is developing in this area and the current approaches used by the parties when negotiating IT contracts including:

  • The Unfair Contract Terms Act 1977 (UCTA) - when does it apply now, when is it ever safe to use standard liability wording?
  • The shift to scratch drafting - how does the modern law approach applying limitations and even exclusions of liability?
  • Are liquidated damages ('penalties') now a safe option or is vigilance still required?
  • Is getting an indemnity a ticket out of trouble - or just the start of new and different trouble?
  • What are the parties and their advisors actually doing at the moment - is there a move to unlimited liability?

12.45pm - 1.00pm: Questions on Morning Session

2.00pm - 2.50pm: Damages Caps, Dispute Resolution and IP Rights

Matthew Lavy, 4 Pump Court

This session will address three sets of issues that can often cause difficulty when an IT project fails and parties enter dispute mode; namely damages caps and exclusions, dispute resolution clauses that tie the parties in knots and IP provisions that leave software ownership in limbo or in the wrong hands.

The session will cover:

  • The latest law on consequential loss exclusions
  • What happens when caps and counterclaims collide?
  • Do 'split' DR clauses (e.g. expert determination for 'technical' disputes) work?
  • Adjudication for IT disputes
  • Who owns the copyright on termination?

2.50pm - 3.40pm: Termination of IT Contracts

Thomas Ogden, 4 New Square

When things go wrong with IT contracts one or both parties look for a way out.

The session will cover:

  • The main causes of termination: What goes wrong?
  • Repudiatory breach: When is a breach of contract repudiatory?
  • Termination notices: Getting them right and the consequences of failing to do so
  • The post-termination fall-out: Dealing with the inevitable dispute

3.55pm - 4.45pm: Lawyers & Networks (TCP/IP Is Your Friend Really!)

Mark Weston, Hill Dickinson

Communications are the lifeblood of businesses. Too often contracts are drafted by people who have no more than a superficial understanding (if that!) of the technical terminology they employ in those contracts which leads to contracts which are not understandable or robust enough.

This session aims to demystify the jargon and explain how a technology which we all now take for granted, actually works and why it exists in the first place.

  • Classical networks (Token ring, hub and spoke)
  • DARPA and the missile problem
  • TCP/IP
  • IP addressing
  • Packet switching
  • Packet sniffing
  • Domain names and the DNS

4.45pm - Close: Questions & Answers

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Conference | 26.04.2018

London | 9:30am - 5:15pm

IT Contracts - Avoiding the Problems & Pitfalls Conference 2018

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9:30am - 5:15pm
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