This webinar series will provide end-to-end coverage of the key issues involved in drafting and negotiating ICT contracts. It is suitable for anyone involved in procuring ICT products and services, including procurement officers, IT professionals and in-house legal advisors for both private and public sector organisations. Legal knowledge is not required.
What we will cover
Session 1 – Planning the Contract and Key Procurement Decisions
- Planning and structuring the deal
- A commercial principles approach to developing the contract
- Dealing with uncertainty (and using supplier assumptions to your advantage)
- Key procurement decisions - when to use the supplier's terms? When to release a draft contract? Whether to ask for a marked-up contract or departures table? When to evaluate and negotiate contract responses?
- Starting work before a contract is signed.
Session 2 – Terms for Managing ICT Projects
- Change control – getting a reasonable price even when you have no negotiating leverage
- Managing project delays
- Personnel management (including key personnel)
- Project governance and reporting
- Project KPIs.
Session 3 – Quality Assurance Terms (Part 1)
- Requirements and specifications (including dealing with specifications developed after the contract is signed)
- Deliverables review and acceptance testing
- Warranties – what do they actually do?
- Continuous improvement.
Session 4 – Quality Assurance Terms (Part 2)
- Service levels
- Service credits and earnback
- Other consequences of service level failure – why stop at service credits?
- Compliance with laws and standards
- Managing multiple suppliers.
Session 5 – Performance Incentives and Securities
- Bank guarantees and performance guarantees
- Insurance – what is typical and will it actually help?
- Liquidated damages and bonuses
- Step-in rights
- Payment plan, retentions and suspension
- Contract term and renewal options.
Session 6 – Pricing and Payment Issues
- Pricing models – fixed, T&M, volume based, alliance
- T&M pricing issues – have you just signed a blank cheque?
- Payment plans and retentions
- Pricing adjustments – CPI, FX etc
- Maintaining competitive pricing – price reviews, most favoured customer clauses and benchmarking.
Session 7 – Dealing with Intellectual Property
- Ownership and licensing – when do you really need to own IP?
- Licensed software issues
- Moral rights
- IP infringement risks.
Session 8 – Information Security and Management
- Protecting customer data
- Offshoring data – what are the risks?
- Terms for dealing with a security or data breach by a supplier
- Audit rights.
Session 9 – Liability and Risk Management
- Risk and liability assessment - are you sure your liability cap is enough?
- Liability limitations and exclusions
- The role of warranties and indemnities
- Business continuity planning.