1. IT CONTRACT LAW FOR PROJECT MANAGERS Rachel Burnett, Solicitor BCS Vice President Forums January 2004

2. Burnett IT Legal Services rhab@burnett.uk.net January 04 2 IT CONTRACT LAW FOR PROJECT MANAGERS THEMES Copyright & database right The Web & the law Legal risk management Structuring the contract Which contract to use? Standard terms & conditions Contract boundaries Project expectations & results Supplier/customer relationship

3. Burnett IT Legal Services rhab@burnett.uk.net January 04 3 IT CONTRACT LAW FOR PROJECT MANAGERS INTELLECTUAL PROPERTY RIGHTS IPR Economic value Nationally created laws Ensure: –Legal protection of rights which you own –Legal entitlement to use others rights

4. Burnett IT Legal Services rhab@burnett.uk.net January 04 4 IT CONTRACT LAW FOR PROJECT MANAGERS COPYRIGHT Owning, licensing & assigning copyright General lessons –Restrict use –Copyright notices & technical devices –Written contracts for contractors –Confidentiality & restrictive covenants –Licences for third party software

5. Burnett IT Legal Services rhab@burnett.uk.net January 04 5 IT CONTRACT LAW FOR PROJECT MANAGERS DATABASE RIGHT Prevent extraction or re-utilisation Makers right Practical implications –Value-added elements –Continuous improvement –Define permitted use

6. Burnett IT Legal Services rhab@burnett.uk.net January 04 6 IT CONTRACT LAW FOR PROJECT MANAGERS THE WEB & THE LAW Different jurisdictions & legal systems Illicit content Basic information on-line Consumer rights Forming contracts on-line

7. Burnett IT Legal Services rhab@burnett.uk.net January 04 7 IT CONTRACT LAW FOR PROJECT MANAGERS LEGAL RISK MANAGEMENT & THE CONTRACT Importance of contract Allocating interests & responsibilities Identifying important issues Catering for contingencies Acting as source of reference Enabling enforceability

8. Burnett IT Legal Services rhab@burnett.uk.net January 04 8 IT CONTRACT LAW FOR PROJECT MANAGERS STRUCTURING THE CONTRACT Framework agreement Schedules, appendices & associated agreements Development methodologies

9. Burnett IT Legal Services rhab@burnett.uk.net January 04 9 IT CONTRACT LAW FOR PROJECT MANAGERS DEVELOPMENT METHODOLOGIES & CONTRACT STRUCTURE Methodologies –Conventional/traditional –Iterative/prototyping Implications for the contract –Meeting requirements –Project management –Change control –Acceptance criteria

10. Burnett IT Legal Services rhab@burnett.uk.net January 04 10 IT CONTRACT LAW FOR PROJECT MANAGERS WHICH CONTRACT? Suppliers or customers Battle of the Forms

11. Burnett IT Legal Services rhab@burnett.uk.net January 04 11 IT CONTRACT LAW FOR PROJECT MANAGERS LIMITING LIABILITY: STANDARD TERMS & REASONABLENESS Standard terms & conditions Unfair Contract Terms Act 1977 UCTA Reasonableness

12. Burnett IT Legal Services rhab@burnett.uk.net January 04 12 IT CONTRACT LAW FOR PROJECT MANAGERS CONTRACT BOUNDARIES Entire agreement clause Fraudulent misrepresentation Negotiating & adapting standard terms Combining contract clauses

13. Burnett IT Legal Services rhab@burnett.uk.net January 04 13 IT CONTRACT LAW FOR PROJECT MANAGERS IT CONTRACTS: EXPECTATIONS & RESULTS Complete failure of supply c.f. Failure to meet the whole specification exactly

14. Burnett IT Legal Services rhab@burnett.uk.net January 04 14 IT CONTRACT LAW FOR PROJECT MANAGERS IT CONTRACTS: SUPPLIER/CUSTOMER RELATIONSHIP Co-operate (at arms length) Relative bargaining strengths

15. Burnett IT Legal Services rhab@burnett.uk.net January 04 15 IT CONTRACT LAW FOR PROJECT MANAGERS LESSONS FOR IT CONTRACTS Relate the legal contract to the context Laws, cases, commercial practice: –All relevant –All evolving Use the contract to add value

16. Burnett IT Legal Services rhab@burnett.uk.net January 04 16 IT CONTRACT LAW FOR PROJECT MANAGERS IT & LAW – THE CHALLENGES Protecting valuable intangible assets Regulatory environment International business environment Continuing innovation