1 Welcome to Technology Contracts and Negotiations! Prof. William Reilly Spring 2012

Goal of the Course The goal of this course is to give you "Day 1" practical skills and strategies to: understand the substantive contract law as practiced in the "Valley", learn necessary technical skills to "redline" learn the techniques used to negotiate a variety of technology contracts from top to bottom.  Supplemental Materials:  2

3 Tech Contract Experience

Course  Final (takehome): 30%  Redline an agreement and it within certain time period  Mid-Term (takehome) 20%  Class Participation: 30%  Discussion contribution  Mock negotiations  Homework Assignments: 20%  to me prior to the start of class  Reading Material  Homework Assignment  In-class materials 4

Components of the Course Substantive Law Negotiation Strategy Procedures Drafting Techniques

6 Tech Contract Elements Risk Shifting Mitigation Expectation Boilerplate Indemnification Limitation of liability Venue / Choice of Law Reps / Warranties Term and Termination Reps / Warranties Exclusivity / MFN Dispute Resolution Insurance Definitions SOW requirements SLA IP ownership Pricing Integration Clause Survival Clause Anti-waiver / modifications Compliance with law

7 Redlining Protocol General Protocol: - Never accept changes until the other side has agreed to them - Never add in content without redlining for the other party - If adding back in language you wrote that was stricken, re-type your content back into the doc while leaving track changes on - Use […] as comments: - they are easier to follow and respond to [Bob:…][Kate:...] - they are easier to find by doing a search for “[“ - you don’t have to review in horrible “bubble” mode - print outs are easier to read - it is easier to direct comments to specific people: [Nate:…] or [Yelp engineering:…]

8 Formal Structure of a Tech Contract Framing Language Business Points Risk Points Boilerplate Exhibits, etc..

9 Structure of a Tech Contract  Framing language (non-Bx section that provides references to interpret the Points)  Introduction  Parties, address, state of inc,  Effective date  Recitals  Definitions  Closing statement  Signature blocks

10 Structure of a Tech Contract  Business Points (list of business objectives and rules that can cause Bx.)  License / operative purpose of agreement  Obligations of the parties  Payment terms  Marketing / logo use  Term / termination

11 Structure of a Tech Contract  Risk Points (allocation of risks and ownership - Bx sections)  IP  Representations and warranties  Limitation of liability  Indemnification

12 Structure of a Tech Contract  Boilerplate Language (important interpretation and rules for the relationship)  Choice of Law  Arbitration  Force Majeure  Integration  Assignment  Surviving Sections  Notice  Modifications  Waiver  Etc…

13 Structure of a Tech Contract  Exhibits, schedule, appendices (contain technical and business details that drive the relationship)