Even leading organizations with sophisticated IT infrastructures and teams of lawyers can find themselves unprepared to deal with the range of issues that can arise in IT contracting. Written by two seasoned attorneys, A Guide to IT Contracting: Checklists, Tools, and Techniques distills the most critical business and legal lessons learned through the authors’ decades of experience drafting and negotiating IT-related agreements.
In a single volume, readers can quickly access information on virtually every type of technology agreement. Structured to focus on a particular type of IT agreement, each chapter includes a checklist of essential terms, a brief summary of what the agreement is intended to do, and a complete review of the legal and business issues that are addressed in that particular agreement. Providing non-legal professionals with the tools to address IT contracting issues, the book:
Costly mistakes can be avoided, risk can be averted, and better contracts can be drafted if you have access to the right information. Filled with reader-friendly checklists, this accessible reference will set you down that path. Warning you of the most common pitfalls, it arms you with little-known tips and best practices to help you negotiate the key terms of your IT agreements with confidence and ensure you come out on top in your next contract negotiation.
Professional Services Agreements
Statements of Work
Idea Submission Agreements
Cloud Computing Agreements
Joint Marketing Agreements
Software Development Kit (SDK) Agreements
Original Equipment Manufacturer (OEM) Development Agreements
Health Insurance Portability and Accountability Act (HIPAA) Compliance
Key Issues and Guiding Principles for Negotiating a Software License or OEMAgreement
Drafting OEM Agreements (When the Company is the OEM)
Collecting Basic Deal Information
Reducing Security Risks in Information Technology Contracts
Website Assessment Audits
Critical Considerations for Protecting IP in a Software Development Environment
Click-Wrap, Shrink-Wrap, and Web-Wrap Agreements
Transactions Involving Financial Services Companies as the Customer
Three Tools for Better Contracts
Maintenance and Support Agreements
Source Code Escrow Agreements
Integrating Information Security into the Contracting Life Cycle
Software Development Kit (DSDK) Agreements
Service Level Agreements
Critical Considerations for Records Management and Retention Checklist
Website Development Agreements
Social Media Policies
Software License Agreements
Michael R. Overly is a partner in the Information Technology & Outsourcing Practice Group in Foley & Lardner’s Los Angeles office. As an attorney and former electrical engineer, his practice focuses on counseling clients regarding technology licensing, intellectual property development, information security, and electronic commerce. Michael is one of the few practicing lawyers who has satisfied the rigorous requirements necessary to obtain the Certified Information Systems Auditor (CISA), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified in Risk and Information Systems Controls (CRISC), and Certified Information Privacy Professional (CIPP) certifications. He is a member of the Computer Security Institute and the Information Systems Security Association. Michael is a frequent writer and speaker in many areas including negotiating and drafting technology transactions and the legal issues of technology in the workplace, e-mail, and electronic evidence. He has written numerous articles and books on these subjects and is a frequent commentator in the national press (e.g., the New York Times, Chicago Tribune, Los Angeles Times, Wall Street Journal, ABCNEWS.com, CNN, and MSNBC). In addition to conducting training seminars in the United States, Norway, Japan, and Malaysia, Michael has testified before the US Congress regarding online issues. Among others, he is the author of the best-selling e-policy: How to Develop Computer, E-mail, and Internet Guidelines to Protect Your Company and Its Assets (AMACOM 1998), Overly on Electronic Evidence (West Publishing 2002), The Open Source Handbook (Pike & Fischer 2003), Document Retention in the Electronic Workplace (Pike & Fischer 2001), and Licensing Line-by-Line (Aspatore Press 2004).
Matthew A. Karlyn is a partner in the Technology Transactions Practice in the Boston office of Cooley LLP. Matt regularly represents companies in technology transactions and outsourcing transactions and has experience in both private practice as well as in-house for two software companies. A sought after writer and speaker in the area of information technology and the law, Matt has published over 40 articles, written chapters in several books, and given more than 60 presentations on topics ranging from the latest developments in information technology to best practices for drafting and negotiating information technology contracts. In addition to his law degree, Matt also earned a MBA from the University of Chicago in economics and strategic management and regularly advises companies on the business aspects of IT including IT strategy, pricing strategies, RFP development, governance, relationship management and reporting structures, and transition planning and implementation. In 2010, 2011, and 2012 Matt was selected for inclusion in the Massachusetts Super Lawyers – Rising Stars list, an honor given to the top 2.5% of Massachusetts lawyers under the age of 40. Matt has served as Chair of the New England Chapter and the Legal Process Outsourcing Chapter of the International Association of Outsourcing Professionals, is currently a member of the Corporate Law Advisory Board for Stafford Publishing, and for several years served on the Board of Directors of the International Technology Law Association. Matt also served for two years as the Co-Chair of the Boston Bar Association’s Intellectual Property Section’s Computer & Internet Law Committee. For the last three years, Matt was named a judge for the CIO-100, an award program published by CIO magazine that recognizes organizations around the world that exemplify the highest level of operational and strategic excellence in information technology.
Overly and Karlyn have been top-rated speakers at many of our CIO magazine events, and expert sources for our stories, as well. They truly understand the world of senior IT leaders and the legal complexities of technology vendor management. A Guide to IT Contracting: Checklists, Tools and Techniques, delivers the kind of practical, actionable advice that CIOs crave.
—Maryfran Johnson, Editor-in-Chief, CIO Magazine & Events
A Guide to IT Contracting: Checklists, Tools and Techniques, is a practical, well-organized, and informative guide that highlights the issues that every lawyer and senior IT executive should use when negotiating various types of IT contracts. This is the book that should be on every lawyer and CIO's desk. Overly and Karlyn have written the 'IT' book for IT contracting.
—Arlene Feldman, Vice President and Assistant General Counsel, BJ's Wholesale Club, Inc.
—Susan Codner, Assistant Vice President, Senior Counsel, BJ's Wholesale Club, Inc.
A Guide to IT Contracting: Checklists, Tools and Techniques is an expert resource to help business leaders navigate the complex waters of IT contracting. Presented in an easy-to-follow format, every reader will benefit from Overly and Karlyn’s depth and breadth of knowledge of information technology and outsourcing law.
—Kari Murphy, Managing Director, Hengtian Services LLC
Practical and readable, A Guide to IT Contracting: Checklists, Tools and Techniques will become the definitive guide on IT contracting. Overly and Karlyn present actionable techniques for constructing and negotiating virtually every type of IT contract.
—Danielle Sheer, General Counsel and Secretary, Carbonite, Inc.
In today’s dynamic business world, Overly and Karlyn have created an essential tool for lawyers and non-lawyers alike. A Guide to IT Contracting: Checklists, Tools and Techniques is a concise and useable resource to help navigate the intricacies of information technology agreements; a must-have.
—David M. Strauss, General Counsel, EyeLock, Inc.