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Mitigating IT Agreement Terms

Gain an understanding of important and commonly misunderstood clauses and problems in IT contracts.

Negotiations for large-scale managed services agreements are often contentious and require large investments in time and cost. This course will help the persons negotiating these types of agreements understand some of the common issues that arise in these negotiations and how to solve them with interest-based negotiation. Interest-based negotiation is when the parties work together to develop compromises and solutions that address both parties' needs and is the most effective negotiation approach for large-scale managed services agreements. To that end, this material will present the gaps between common proposals from customers and suppliers and provide the commercial reasons behind each side's proposal. To further assist you in finding compromises during these negotiations, the material will also present the common compromises that are reached in the market where applicable.

66 minutes
Course Exam
Certificate of Completion
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Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Agenda

Dragnet Clauses in Managed Services Agreement

  • What Are the Implicit, Inherent, and Customary Parts of the Services That Customers Ask for?
  • Why Suppliers Are Loath to Agree to the Dragnet Clause
  • What Are Some Common Compromises?

What Constitutes New Services Subject to Additional Pricing?

  • How Customers Can Protect Themselves From Unexpected New Charges
  • Difficulty in Anticipating Additional Costs for Suppliers
  • What Are Some Common Compromises?

Disputed Charges

  • Customer's Right to Object to and Withhold Charges
  • Supplier's Right to Be Paid on Time
  • Common Compromises

Customer's Use of Supplier Technology

  • The Scope of Customer's Ability to Use Supplier's Technology as a Part of the Services
  • Supplier's Right to Update Its Technology
  • Limitations on Third-Party Access to Supplier's Technology

Which Party Owns Materials Developed Under the Agreement?

  • Customer's Ownership of All Materials Developed Under the Agreement
  • Supplier's Right to Continue Using Materials Developed for Supplier's Core Business
  • Common Compromises

Supplier's Data Security Obligations

  • Customer's Interests in Protecting Its Data
  • Supplier's Reluctance to Guarantee Absolute Data Security
  • Which Party Must Pay for Responding to Security Incidents?

Each Party's Obligations for Complying With Laws

  • Which Party Is Responsible for Laws That Are Applicable to Customers' Use of the Contracted-for Services?
  • Which Party Has the Right to Interpret the Impact of Laws and Changes in Laws?
  • How to Allocate Financial and Operational Obligations With Respect to Changes in Laws

Customer's Right to Benchmark the Services

  • Customer's Reasons for Requiring a Benchmarking Right
  • Which Types of Services Are Appropriate for Benchmarking?
  • Common Compromises

Customer's Rights Upon Termination of the Agreement

  • Customer's Requirements to Be Able to Smoothly Transition Away After the Agreement Terminates
  • Supplier's Difficulties in Scoping out the Disengagement
  • Practical Considerations to Determine the Right Level of Disengagement Services

Limitation of Liability

  • Common Liability Caps in Managed Services Agreements
  • Common Waivers of Liability in Managed Services Agreements
  • Exclusions to the Liability Cap and Waivers of Liability

Questions and Answers

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Why Lorman?

Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Credits

OnDemand Course

Applications have not yet been submitted for Delaware, Idaho, Kentucky, Maine, Oklahoma, South Carolina, and Wyoming CLE for this course. However, if you are interested in obtaining CLE for any of the listed states or have any additional credit questions please email us at [email protected] or call us at 866-352-9540.

This course was last revised on March 23, 2022.

Call 1-866-352-9540 for further credit information.

  • AK CLE 1.0
     
  • Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
     
  • AL CLE 1.1
     
  • This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours credit.
     
  • AR CLE 1.0
     
  • This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
     
  • Arizona CLE 1.0
     
  • The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
     
  • CA MCLE 1.0
     
  • Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
     
  • CT CLE 1.0
     
  • Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
     
  • GA CLE 1.0
     
  • This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
     
  • HI CLE 1.0
     
  • This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
     
  • IL CLE 1.0
     
  • This course was approved for a total of 1.0 hours of MCLE Credit by the Illinois MCLE Board.
     
  • IN CLE 1.1
     
  • This program has been approved by the Indiana Commission on Continuing Legal Education. Participating attorneys are eligible to receive up to 1.1 hours of Distance Education credit.
     
  • MO CLE 1.3
     
  • This course qualifies for self-study CLE credit in Missouri.
     
  • MS CLE 1.1
     
  • This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.1 credit hours.
     
  • NC CLE 1.0
     
  • This program has been approved by the North Carolina State Bar Board of Continuing Legal Education for 1.0 CLE hours.
     
  • ND CLE 1.0
     
  • North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit.
     
  • NH MCLE 1.1
     
  • NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 66 Minutes.
     
  • NJ CLE 1.3
     
  • This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.3 hours of total CLE credit.
     
  • NM CLE 1.1
     
  • This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.1 hours of credit.
     
  • NV CLE 1.0
     
  • This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
     
  • NY CLE 1.0 including Areas of Professional Practice 1
     
  • This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Business Center, LLC. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
     
  • OH CLE 1.0
     
  • This course has been approved by the Ohio Supreme Court Commission on Continuing Legal Education for 1.0 CLE credit hours. Please note: No more than twelve (12) hours of self-study CLE credit for any biennial reporting period may be earned by an Attorney or Judge under Regulation 409.2. To fulfill CLE requirements for self-study, web-based programs, you must complete 100% of the polling questions during the program. Your hours will be filed electronically within thirty (30) business days by Lorman Education Services provided you fulfilled 100% attendance and polling questions answered.
     
  • PA CLE 1.0
     
  • This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
     
  • RI CLE 1.0
     
  • This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
     
  • TN CLE 1.1
     
  • This program has been approved as a distance learning format by the Tennessee Commission on Continuing Legal Education for a maximum of 1.1 hours of credit.
     
  • VA CLE 1.0
     
  • This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.0 CLE credit hours.
     
  • VT CLE 1.0
     
  • This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
     
  • WA CLE 1.0
     
  • This program has been approved by the Washington State Board of Continuing Legal Education for 1.0 hours of A/V credit under the Law & Legal Procedure category.
     
  • WI CLE 1.0
     
  • This program qualifies for 1.0 hour(s) of ondemand CLE through the WI Board of Bar Examiners.
     
  • WV MCLE 1.3
     
  • This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours.
     
  • ISM 1.0
     
  • Participants who successfully complete this program will receive 1.0 hours of continuing education. They may be applied toward ISM CPSM, CPSD or C.P.M. recertification. ISM's consent to approve hours for this educational event is not an endorsement of this program or its content by ISM.
     
The CLE Code is ONLY a requirement when applying for CLE Credit in New York. Other states do not need to supply the CLE Code to apply for CLE credit.

To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.

Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.

This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

MP3 Download

  • AK CLE 1.0
     
  • Arizona CLE 1.0
     
  • CA MCLE 1.0
     
  • CT CLE 1.0
     
  • HI CLE 1.0
     
  • ME CLE 1.0
     
  • MO CLE 1.3
     
  • NJ CLE 1.3
     
  • NM CLE 1.0
     
  • NY CLE 1.0 including Areas of Professional Practice 1
     
  • VT CLE 1.0
     
  • WA CLE 1.0
     
  • WV MCLE 1.3
     
The CLE Code is ONLY a requirement when applying for CLE Credit in California (for participatory credit), Kansas, New Jersey or New York. Other states do not need to supply the CLE Code to apply for CLE credit.

This program does NOT qualify, nor meet the National Standard for NASBA accreditation.

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Why Lorman?

Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

Faculty

Qi Chen

Qi Chen

Mayer Brown LLP

  • Associate in the Technology Transactions practice in Mayer Brown LLP’s Chicago office
  • Focuses his practice on business and technology sourcing transactions and other technology licensing and development transactions
  • Represented clients in outsourcing matters that include information technology services, business processes and functions, facilities management services, and cloud computing
  • In addition to practicing in the U.S., has experience as a registered foreign lawyer in Hong Kong working out of Mayer Brown’s Hong Kong office
  • J.D. degree, Chicago-Kent College of Law, was an Executive Articles Editor for the Chicago-Kent Law Review
  • Can be contacted at 312-701-8735 or [email protected]
Alan F. Velasco

Alan F. Velasco

Mayer Brown LLP

  • Counsel in the Northern California offices of Mayer Brown LLP and is a member of the Technology Transactions practice and the Corporate & Securities practice
  • Advises clients in all types of complex transactions relating to digital services, outsourcing, and information technology, including IT outsourcing, business process outsourcing, implementation of automation solutions, and cloud computing transactions
  • Prior to joining Mayer Brown in 2013, he worked as a process engineer over a seven-year period for two different medical device companies, specializing in applications of both hydrogen peroxide and steam sterilization
  • J.D. degree, Loyola Law School, president of the Student Bar Association, and a lead articles editor for the Loyola University Law Journal
  • Can be contacted at 650-331-2047 or [email protected]
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Why Lorman?

Over 35 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.

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Product ID: 409401
Published 2022
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