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expertise: information technology
We conduct work on behalf of both the public and private
sector, and are recommended in the 'Legal Insider's Guide to
IT, Telecoms and Y2K'. Recent work has included contracts in connection
with
a £67m programme for a financial services company, one contract
alone of which was worth in excess of £20m. Several other multi
million pound contracts have been negotiated for clients in the
manufacturing sector. Members of the group belong to the
Society for Computers and Law and have given various talks on
issues concerning the Internet and the Year 2000.
We can help clients in the following specialist areas:
- hardware
acquisition
- software
licensing
- hardware
and software maintenance agreements
- facilities
management
- r & d
agreements
- IP
licensing
- outsourcing
- consulting
agreements
- internet
issues
- electronic
commerce issues
Top Ten Tips for Computer Contracts
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User
requirements - ensure there is a clear statement of user
requirements which describes the context in which a new
system will have to operate and the functions the new system
will be expected to perform. This document should be incorporated
by reference into the formal contract. |
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| 2 |
Damage
limitation - is it possible to specify the amount of damage
the system will cause if it breaks down? Consider insurance
cover. If the supplier is at fault his liability should
be in line with his insurance cover and not limited to
fees received under any agreement with the customer. |
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Compatibility
- is the new system compatible with any existing system?
Consider the compatibility of a proposed system with future
systems or enhancements or modifications. Is there an open
market for the customer when it comes to enhancements or
modifications of the new system or does the supplier in
effect have a monopoly supply of such enhancements? |
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| 4 |
Shelf
life - is there a guaranteed minimum period during which
the supplier will keep the system current? Is the supplier
prepared to service enhancements to a system which are
not supplied by him? |
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| 5 |
Warranties
- what, if any, warranties are being provided by the supplier.
If the supplier has recommended the hardware that is needed
to support the software then he should warrant that it
does just that. Furthermore, you may require the supplier
to warrant that the software is compatible with other software
that you use. |
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| 6 |
Price
- does the price cover everything you need, eg new hardware,
wiring, training and installation? |
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| 7 |
Source
code - withholding access to the source code version of
software means customers may be dependent upon suppliers
for technical support. Customers should consider entering
into a source code deposit agreement in order to ensure
a right of access to the source code for technical support
in the event that the supplier fails or is incapable of
providing a support service. |
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| 8 |
New
releases - will the customer automatically receive new
releases of software? The supplier will typically insist
upon reserving a discretion as to whether or not to issue
new releases free of charge. |
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| 9 |
Installation,
testing and acceptance - try and negotiate using the system
over a trial period. |
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| 10 |
Indemnity
- ensure the supplier provides an indemnity to protect
the customer in the event that a third party claims that
the use of the system infringes its intellectual property
rights. |
If you have any questions in relation to the procurement and maintenance of
computer hardware or software or, any other issue in relation to any aspect
of Information Technology whether it be outsourcing or trading on line,
please contact:
key expertise:
Tom McGuire
Partner
tom.mcguire@martjohn.com
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