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Welcome to Technology Contracts and Negotiations!

Welcome to Technology Contracts and Negotiations!. Prof. William Reilly Spring 2012. Goal of the Course. The goal of this course is to give you "Day 1" practical skills and strategies to: understand the substantive contract law as practiced in the "Valley", 

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Welcome to Technology Contracts and Negotiations!

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  1. Welcome to Technology Contracts and Negotiations! Prof. William Reilly Spring 2012

  2. Goal of the Course The goal of this course is to give you "Day 1" practical skills and strategies to: • understand the substantive contract law as practiced in the "Valley",  • learn necessary technical skills to "redline"  • learn the techniques used to negotiate a variety of technology contracts from top to bottom. • Supplemental Materials: • http://techcontracts.yolasite.com/

  3. Tech Contract Experience

  4. Course • Final (takehome): 30% • Redline an agreement and email it within certain time period • Mid-Term (takehome) 20% • Class Participation: 30% • Discussion contribution • Mock negotiations • Homework Assignments: 20% • Email to me prior to the start of class ---------------------------------------------------------- • Reading Material • Homework Assignment • In-class materials

  5. Components of the Course Substantive Law Negotiation Strategy Procedures Drafting Techniques

  6. Tech Contract Elements • Indemnification • Limitation of liability • Venue / Choice of Law • Reps / Warranties Shifting Risk • Term and Termination • Reps / Warranties • Exclusivity / MFN • Dispute Resolution • Insurance Mitigation Expectation • Definitions • SOW requirements • SLA • IP ownership • Pricing • Integration Clause • Survival Clause • Anti-waiver / modifications • Compliance with law Boilerplate

  7. Redlining Protocol • General Protocol: • - Never accept changes until the other side has agreed to them • Never add in content without redlining for the other party • If adding back in language you wrote that was stricken, re-type your content back into the doc while leaving track changes on • Use […] as comments: • they are easier to follow and respond to [Bob:…][Kate:...] • they are easier to find by doing a search for “[“ • you don’t have to review in horrible “bubble” mode • print outs are easier to read • it is easier to direct comments to specific people: [Nate:…] or [Yelp engineering:…]

  8. Formal Structure of a Tech Contract Framing Language Business Points Risk Points Boilerplate Exhibits, etc..

  9. Structure of a Tech Contract • Framing language (non-Bx section that provides references to interpret the Points) • Introduction • Parties, address, state of inc, • Effective date • Recitals • Definitions • Closing statement • Signature blocks

  10. Structure of a Tech Contract • Business Points (list of business objectives and rules that can cause Bx.) • License / operative purpose of agreement • Obligations of the parties • Payment terms • Marketing / logo use • Term / termination

  11. Structure of a Tech Contract • Risk Points (allocation of risks and ownership - Bx sections) • IP • Representations and warranties • Limitation of liability • Indemnification

  12. Structure of a Tech Contract • Boilerplate Language (important interpretation and rules for the relationship) • Choice of Law • Arbitration • Force Majeure • Integration • Assignment • Surviving Sections • Notice • Modifications • Waiver • Etc…

  13. Structure of a Tech Contract • Exhibits, schedule, appendices (contain technical and business details that drive the relationship)

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