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Craig Auge
Craig Auge
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8 Gotchas Of Technology Contracting

IT projects often involve multiple legal contracts for technology and services. Avoid these "gotchas" to ensure smooth agreements and relationships.
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Gotcha #1: Using The Wrong Agreement To Structure The Deal
There are many different types of technology products and services, and the form and coverage of technology agreements vary in crucial ways. Not starting from the right deal structure causes delays and unnecessary attorney fees, among other problems. Document titles for technology agreements are often misleading and may not be consistent with the basic nature of the transactions. For example, it may be called a 'license,' 'platform agreement,' 'consulting contract,' or 'master agreement,' but what's actually covered is a combination of particular products and services. Sometimes the forms themselves can be woefully outdated, causing confusion. And often there's a mix of related products and services from different providers that needs to be coordinated.
Look and ask questions on two levels: 1) Are you satisfied that the products and services are fully described? and 2) Do the business and legal provisions pertain to those products and services? If you fail to answer 'yes' to either question, your agreement is not adequate. 
First make sure you understand the goals of your transaction, and then prepare the right documents to support those goals. 
--Read more on Gotcha #1

Gotcha #1: Using The Wrong Agreement To Structure The Deal

There are many different types of technology products and services, and the form and coverage of technology agreements vary in crucial ways. Not starting from the right deal structure causes delays and unnecessary attorney fees, among other problems. Document titles for technology agreements are often misleading and may not be consistent with the basic nature of the transactions. For example, it may be called a "license," "platform agreement," "consulting contract," or "master agreement," but what's actually covered is a combination of particular products and services. Sometimes the forms themselves can be woefully outdated, causing confusion. And often there's a mix of related products and services from different providers that needs to be coordinated.

Look and ask questions on two levels: 1) Are you satisfied that the products and services are fully described? and 2) Do the business and legal provisions pertain to those products and services? If you fail to answer “yes” to either question, your agreement is not adequate.

First make sure you understand the goals of your transaction, and then prepare the right documents to support those goals.

--Read more on Gotcha #1

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MarciaNWC
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MarciaNWC,
User Rank: Strategist
7/21/2014 | 11:10:36 AM
Re: cloud contracts
Brian, you raise an important point about SMBs that may not have the resources for full contract negotiation. I also wonder how often organizations run into "click wrap" agreements that don't leave room for changes.
Brian.Dean
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Brian.Dean,
User Rank: Ninja
7/19/2014 | 2:57:44 PM
Re: cloud contracts
Agreed, the SLA is where all the action takes place, this is why it is important to have all aspects covered. Create a blank SLA and go through points 1 to 8, once point 8 is complete, review the entire SLA again to find conflicting situations.

If the Cloud service provider is a large player that delivers services to SMB, then the SMB might not have the necessary scale to negotiate a change. In this case, the client can begin by reviewing the SLA and enable only those functions that are required. The plus point is that a client might find a function that they did not know existed. Often times, it is best to deal with a large provider, if things become complicated for the business to handle, then a contractor can be hired.  
Susan Fogarty
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Susan Fogarty,
User Rank: Strategist
7/18/2014 | 2:05:03 PM
Re: Helpful!!
Lindsay, thanks for your comment. I agree this is really practical advice. Especially because for technical projects, often the people making the agreements aren't aware of all the legal details that should be covered. I know I've been in that position before and signed a contract I wasn't 100% sure of :P
MarciaNWC
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MarciaNWC,
User Rank: Strategist
7/17/2014 | 5:54:41 PM
cloud contracts
#7 and #8 seem particularly relevant for cloud service contracts. Having an agreement for what happens to the data when the contract is ended can be something organizations overlook. 
MarciaNWC
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MarciaNWC,
User Rank: Strategist
7/17/2014 | 11:14:18 AM
Practical tips
This is clear, comprehensive contract guidance. There are so many ways organizations can trip up when it comes to contracts. I like the advice about having a written change mangement process to combat scope creep, and also the tip on avoiding the "legal Bermuda Triangle." 
LindsayKS
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LindsayKS,
User Rank: Apprentice
7/17/2014 | 9:35:00 AM
Helpful!!
This is a great article for business folks to review so that they are making sure that they are using the right agreements, structuring the right deals and best protecting themselves! 
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