Negotiating Information Technology Agreements


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About the Course:

Your company’s information technology is akin to your body’s central nervous system. While it may be more efficient to outsource the management of your firm’s IT, the consequences of an outsourcing company mishandling your IT could be catastrophic. Thus, the negotiation of information technology agreements is of critical importance.

Among the issues discussed in this highly informative session are:

  • Devising benchmarking, issuing RFPs, and composing statements of work
  • Agreeing on performance issues such as what work will be conducted offshore versus at the vendor’s premises
  • How to maximize agreement flexibility by considering issues such as termination rights, non-exclusivity, (no) volume commitments, and the use of price adjustment mechanisms
  • How accountability can be written into the agreement by specifying performance credits, withhold remedies, failed acceptance, and consequential damages
  • Determining what warranties cover – for example, licensed software, enhancements or documentation
  • Agreeing on the structure and process for acceptance testing
  • Key terms of indemnities such as hold harmless provisions, triggers for refunds, and carve-outs
  • Drafting key terms for payment methods
  • Ensuring favorable termination provisions – automatic renewals versus avoiding inadvertent renewal

Course Leader: Matthew A. Karlyn, Partner, Foley & Lardner LLP

Mr. Karlyn has extensive experience with transactions relating to outsourcing and information technology, including IT outsourcing, technology licensing, business process outsourcing, systems integration, data center development, cloud computing and software development.

He regularly advises companies on all matters involving the use of information technology and outsourcing initiatives, including drafting RFPs and managing the RFP process; vendor selection; developing, drafting and negotiating contracts; setting service levels and other performance criteria; advising on pricing strategies and alternatives; drafting and negotiating project management and governance terms and conditions; and assisting in the overall management of the transaction and transition process.

In 2010, Mr. Karlyn was selected for inclusion in the Massachusetts Super Lawyers – Rising Stars(R) list, an honor given to the top 2.5% of Massachusetts lawyers under the age of 40.

Mr. Karlyn is a graduate of Temple University (J.D., 1997), where he was a member of the Temple Political & Civil Rights Law Review, and Union College (B.A., cum laude, political science and East Asian Studies, 1994). Mr. Karlyn has studied extensively overseas, including in Osaka, Japan and Rome, Italy.

In 2004, Mr. Karlyn received his M.B.A. in economics and strategic management from The University of Chicago Graduate School of Business.

Course Length: Approx. 1.5 hours

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