A Guide to IT Contracting: Checklists, Tools, and Techniques

by Michael R. Overly

Overview

Since A Guide to IT Contracting: Checklists, Tools, and Techniques first published, several alarming trends have developed in the technology contracting industry. These trends include:

• The Dawn of the "As-Is" Technology Product
• The Ever-Changing Product
• Where in the World Is My Data?

To meet these challenges, the Second Edition helps business managers and lawyers explore alternate solutions from other vendors, conduct simultaneous negotiations with other vendors, and, generally, ensure prospective vendors understand they can "lose the deal" if they refuse to act reasonably.

Distilling the most critical business and legal lessons learned through the author’s decades of legal experience drafting and negotiating IT-related agreements, this single volume lets readers 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 nonlegal professionals with the tools to address IT contracting issues, the book:

• Contains checklists to help readers organize key concepts for ready reference
• Supplies references to helpful online resources and aids for contract drafting
• Includes a complete glossary that defines key legal, business, and technical terms

Technology contracting is becoming ever more difficult. This book is filled with recommendations to mitigate potential risk and makes clear the importance of maintaining negotiating leverage with potential vendors.

Product Details

ISBN-13:	9780367767259
Publisher:	CRC Press
Publication date:	09/25/2023
Edition description:	2nd ed.
Pages:	404
Product dimensions:	6.12(w) x 9.19(h) x (d)

About the Author

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.

Table of Contents

Chapter 1. Collecting Basic Deal Information
Chapter 2. Software License Agreements
Chapter 3. Nondisclosure Agreements
Chapter 4. Professional Services Agreements
Chapter 5. Statements of Work
Chapter 6. Cloud Computing Agreements
Chapter 7. Click-Wrap, Shrink-Wrap, and Web-Wrap Agreements
Chapter 8. Maintenance and Support Agreements
Chapter 9. Service Level Agreements
Chapter 10. Idea Submission Agreements
Chapter 11. Joint Marketing Agreements
Chapter 12. Software Development Kit (SDK) Agreements
Chapter 13. Key Issues and Guiding Principles for Negotiating a
Software License or OEM Agreement
Chapter 14. Drafting OEM Agreements (When the Company is the OEM)
Chapter 15. Original Equipment Manufacturer (OEM)
Agreements
Chapter 16. Health Insurance Portability and Accountability Act
(HIPAA) Compliance
Chapter 17. Reducing Security Risks in Information Technology Contracts
Chapter 18. Website Assessment Audits
Chapter 19. Critical Considerations for Protecting IP in a
Software Development Environment
Chapter 20. Transactions Involving Financial Services Companies as the Customer
Chapter 21. Source Code Escrow Agreements
Chapter 22. Integrating Information Security into the Contracting Life Cycle
Chapter 23. Distribution Agreements
Chapter 24. Data Agreements
Chapter 25. Website Development Agreements
Chapter 26. Social Media Policies
Chapter 27. Critical Considerations for Records Management and Retention

What People are Saying About This

From the Publisher

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.

Editorial Reviews

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.

From the Publisher