Contracts Master Class

Location: Pinsent Masons

Date: TBA

Summary and Objectives

This specialist training event is presented and delivered by Pinsents & LOCS

This is an advanced interactive session that covers in detail some of the more complex issues relating to software licensing. Topics such as avoiding opportunistic vendor's charges through to outsourcing are included. Related matters such as setting up and maintaining a contracts structure to provide an effective basis for a compliant environment (e.g. to respond to a supplier allegation/enforced audit) are also covered. Participants may bring a case study for analysis, in confidence of course.

The aim is to share knowledge and experience so that participants are in a better position to deal with some of the more obscure and often perplexing aspects in software, contract and supplier management.

The issues surrounding software licensing are examined from the viewpoints of the suppliers, lawyers as well as the customers who buy and use software. There may not be a standard agreement model but variations on the same theme do occur as suppliers shift their position regularly either to create differentiators from other suppliers or simply to keep customers on their toes. This process is surprisingly effective and catches many organisations out over and over again. By sharing knowledge from experts in their field the aim is to reduce the impact of this and other tactics so that opportunist and unforeseen costs are minimised or avoided altogether.

The focus and publicity is most evident in the desktop environment but we shouldn’t lose sight of the fact that ‘stiffing’ (or vendor opportunism) originated for the mainframe and still it continues having pervaded through all IT platforms.

Delegates are encouraged to bring a case study for analysis in one of the three workshops. The aim is to review real life case studies and develop an approach for each that will give best value to the customer without compromising the deal.

Maintaining confidentiality is important of course so we will not include vendor names or products.

Course Topics and Agenda

Introduction - Setting the Scene

• Elements of software licensing
• Standard licensing models and how they are applied
• Structuring a licensing agreement

Legal Issues

• Basic rights – Copyright and enforcement
• Waiving rights in a software agreement
• Legal elements in a software agreement are their relative importance
• Assessing the risks
• Outsourcing legal issues
• Suppliers audit rights – default and most used models
• Escrow
• Understanding a ‘perpetual’ agreement
• Dealing with the immovable supplier (and legal department)
• In house developed products: rights and implications.

Case Study Workshop - 1

The Supplier’s View

• Wish list and motives
• Timing – how important is it
• What your deal means to the supplier and to the sales person
• Assessing the worth
• How the supplier knows when they have a good deal
• What can happen after a rock bottom deal?

Case Study Workshop - 2

The Service Delivery (User) View

• Flexibility – how much should you expect?
• Fire sales
• Outsourcing preparation – how to determine licence ownership and management
• Outsourcing, the post contract issues
• Outsourcing termination and changing service provider
• Other change of use issues
• Agencies and responding to them
• Housekeeping – maintaining a front foot
• The importance of research
• Confidentiality
• Compliance
• What to do when you find a compliance problem (and what NOT to do)

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