Description
Gain an understanding of important and commonly misunderstood clauses and problems in IT contracts.Negotiations for largescale 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 interestbased negotiation. Interestbased 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 largescale 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.
Date: 2022-03-23 Start Time: End Time:
Learning Objectives
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
• Customers Right to Object to and Withhold Charges
• Suppliers Right to Be Paid on Time
• Common Compromises
Customers Use of Supplier Technology
• The Scope of Customers Ability to Use Suppliers Technology as a Part of the Services
• Suppliers Right to Update Its Technology
• Limitations on Third-Party Access to Suppliers Technology
Which Party Owns Materials Developed Under the Agreement?
• Customers Ownership of All Materials Developed Under the Agreement
• Suppliers Right to Continue Using Materials Developed for Suppliers Core Business
• Common Compromises
Suppliers Data Security Obligations
• Customers Interests in Protecting Its Data
• Suppliers Reluctance to Guarantee Absolute Data Security
• Which Party Must Pay for Responding to Security Incidents?
Each Partys 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
Customers Right to Benchmark the Services
• Customers Reasons for Requiring a Benchmarking Right
• Which Types of Services Are Appropriate for Benchmarking?
• Common Compromises
Customers Rights Upon Termination of the Agreement
• Customers Requirements to Be Able to Smoothly Transition Away After the Agreement Terminates
• Suppliers 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
CLE (Please check the Detailed Credit Information page for states that have already been approved) ,ISM ,Additional credit may be available upon request. Contact Lorman at 866-352-9540 for further information.
Qi Chen-Mayer Brown LLP, Alan F. Velasco – Mayer Brown LLP
