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

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Presentation on theme: "IT CONTRACT LAW FOR PROJECT MANAGERS Rachel Burnett, Solicitor BCS Vice President Forums January 2004."— Presentation transcript:

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

2 Burnett IT Legal Services 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 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 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 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 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 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 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 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 January IT CONTRACT LAW FOR PROJECT MANAGERS WHICH CONTRACT? Suppliers or customers Battle of the Forms

11 Burnett IT Legal Services January 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 January 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 January 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 January IT CONTRACT LAW FOR PROJECT MANAGERS IT CONTRACTS: SUPPLIER/CUSTOMER RELATIONSHIP Co-operate (at arms length) Relative bargaining strengths

15 Burnett IT Legal Services January 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 January IT CONTRACT LAW FOR PROJECT MANAGERS IT & LAW – THE CHALLENGES Protecting valuable intangible assets Regulatory environment International business environment Continuing innovation


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