Transcript IT Contract Law for Project Managers

IT CONTRACT LAW
FOR PROJECT MANAGERS
Rachel Burnett, Solicitor
BCS Vice President Forums
January 2004
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
Burnett IT Legal Services
[email protected] January 04
2
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
Burnett IT Legal Services
[email protected] January 04
3
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
Burnett IT Legal Services
[email protected] January 04
4
IT CONTRACT LAW FOR PROJECT MANAGERS
DATABASE RIGHT
• Prevent extraction or re-utilisation
• “Maker’s” right
• Practical implications
– Value-added elements
– Continuous improvement
– Define permitted use
Burnett IT Legal Services
[email protected] January 04
5
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
Burnett IT Legal Services
[email protected] January 04
6
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
Burnett IT Legal Services
[email protected] January 04
7
IT CONTRACT LAW FOR PROJECT MANAGERS
STRUCTURING THE CONTRACT
• “Framework” agreement
• Schedules, appendices & associated
agreements
• Development methodologies
Burnett IT Legal Services
[email protected] January 04
8
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
Burnett IT Legal Services
[email protected] January 04
9
IT CONTRACT LAW FOR PROJECT MANAGERS
WHICH CONTRACT?
• Supplier’s or customer’s
• “Battle of the Forms”
Burnett IT Legal Services
[email protected] January 04
10
IT CONTRACT LAW FOR PROJECT MANAGERS
LIMITING LIABILITY:
STANDARD TERMS & “REASONABLENESS”
• Standard terms & conditions
• Unfair Contract Terms Act 1977 “UCTA”
• “Reasonableness”
Burnett IT Legal Services
[email protected] January 04
11
IT CONTRACT LAW FOR PROJECT MANAGERS
CONTRACT BOUNDARIES
•
•
•
•
“Entire agreement” clause
“Fraudulent misrepresentation”
Negotiating & adapting standard terms
Combining contract clauses
Burnett IT Legal Services
[email protected] January 04
12
IT CONTRACT LAW FOR PROJECT MANAGERS
IT CONTRACTS:
EXPECTATIONS & RESULTS
• Complete failure of supply
c.f.
• Failure to meet the whole specification
exactly
Burnett IT Legal Services
[email protected] January 04
13
IT CONTRACT LAW FOR PROJECT MANAGERS
IT CONTRACTS:
SUPPLIER/CUSTOMER RELATIONSHIP
• Co-operate (at arm’s length)
• Relative bargaining strengths
Burnett IT Legal Services
[email protected] January 04
14
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
Burnett IT Legal Services
[email protected] January 04
15
IT CONTRACT LAW FOR PROJECT MANAGERS
IT & LAW – THE CHALLENGES
• Protecting valuable intangible assets
• Regulatory environment
• International business environment
• Continuing innovation
Burnett IT Legal Services
[email protected] January 04
16