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Software Workshop

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Chicago
September 15-16, 2015

Chicago Marriott Oak Brook
1401 West 22nd Street
Oak Brook, IL 60523


San Francisco
January 27-28, 2016

Hyatt Fisherman’s Wharf San Francisco
555 North Point St
San Francisco, CA 94133

Pricing:
Your price is $1,495
CAUCUS members pay only $1,395

Multi-registration discounts are available.
Find out your level of discount.
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Benefits

  • Understand current market trends
  • Learn negotiating tactics you can useify appropriate remedies for noncompliance
  • Avoid litigation
  • Save your assets
  • Learn keys to success in development contracts
  • Obtain meaningful warranties

Overview

In recent years, software deals have grown more complicated and difficult to understand and manage. This workshop delivers the latest information you need to know about software issues, contracts and negotiations. Our highly skilled instructors have years of hands-on experience, so you get valuable insights and tips you can put to use immediately. What you learn at this workshop translates directly into more protection and flexibility in every software agreement you negotiate.

Click here for a print friendly course outline

 

Topics Include

  • How Software is Protected
  • Key Licensing Ingredients
  • Software Development
  • Pricing Models and Strategies
  • Avoiding Litigation
  • Prioritizing Objectives
  • And more

Takeaways

  • Software License Agreement Checklist
  • Software Development Agreement Checklist
  • Checklist for a Software Package Contract
  • Software license User Form Agreement
  • Software Development User Form Agreement
AGENDA
Day 1
Continental Breakfast & Sign-in 8:00 – 8:30 a.m.
Morning Session 8:30 a.m.- 12:00 p.m.
Lunch 12:00 – 1:30 p.m.
Afternoon Session 1:30 – 5:00 p.m.
Day 2
Continental Breakfast 8:00 – 8:30 a.m.
Morning Session 8:30 a.m.- 12:00 p.m.
Lunch 12:00 – 1:30 p.m.
Afternoon Session 1:30 – 5:00 p.m.
CTPE ICN courses qualify for CTPE credits. Caucus awards up to 13.5 continuing education hours to attendees of this workshop toward their Certified Technology Procurement Executive certification.
C.P.M. Those successfully completing this workshop can receive up to 13.5 C.P.M. points. ISM’s consent to award points is not an endorsement of this program or its contents.

Workshop Outline

Click here for a print friendly course outline

Your Challenge Customer Environment

  1. Less experience
  2. Urgency
  3. Less incentive
  4. Relationship
  5. Tradition
  6. Bad process/no process
  7. Wired deals
  8. A “solution” is acquired
  9. Renegade decisionmakers
  10. Standardized on one vendor
  11. Don’t understand how software is protected

Our Worthy Opponent

  1. Full-time
  2. Highly trained
  3. Information advantage
  4. Very motivated
  5. Team advantage
  6. Superior product knowledge
  7. Changing pricing and usage models

Relationship Dynamics

  1. Customer objectives
  2. Vendor objectives

Risk Allocation

  1. Customer
  2. Vendor

Defective Process – What’s Wrong

  1. Evaluation
  2. Selection
  3. Negotiations

The Solution – The Managed Acquisition Process

  1. Form team
  2. Establish decision criteria
  3. Determine relationship architecture
  4. Gain management approval
  5. Develop contract
  6. Issue request for proposal
  7. Conduct bidders’ conference
  8. Evaluate potential vendors
  9. Implement the Zone of Consideration
  10. Manage the contract

How Software Is Protected

  1. The four key types of intellectual property law
    1. Copyrights
      • What they protect
      • Protection requirements
      • When protection attaches
      • Protection duration
      • Copyright holder’s rights
      • Other information
        • Assignments
        • Berne Convention
        • First Sale Doctrine
        • Work made for hire
    2. Patents
      • What they protect
      • Protection requirements
      • Patent holder’s right
      • Types of patents
      • Protection duration
      • Other information
        • Assignments
        • Paris Convention
        • First Sale Doctrine
        • No independent creation
    3. Trade secret
      • Definition
      • Examples
      • Protection requirements
      • Protection duration
      • When protection attaches
    4. Trademarks
      • Definition
      • What they protect
      • Types
  2. Summary

Key Licensing Ingredients

  1. Introduction
    1. Identify the context of the negotiation
    2. Contracting principles
  2. Issue spotting and negotiation strategies
    1. Parties to the contract
      • Who is the licensor?
      • How is licensee defined?
    2. Grant of license
      • Do defined terms limit use?
      • Other common restrictions
    3. Payment terms
      • Pay for performance
      • Acceptance tests
      • Aggregate purchases
    4. Warranty
      • Do UCC warranties matter?
      • What warranties should be included?
    5. Documentation
      • Defining your rights to use/modify
      • Is the vendor obligated to update?
    6. Training
      • Included?
      • Hidden charges
      • Scheduling
    7. Maintenance
      • Mandatory?
      • What is included/excluded?
      • Has the licensor subcontracted?
      • Methods of delivery
      • Levels (Silver, Gold, Platinum)
      • Caps on increases
    8. Indemnification
      • Distinguish among
        • Indemnify
        • Defend
        • Hold harmless
      • Who is protected?
      • What is excluded?
      • Specific to intellectual property
      • Which versions of the software are covered?
    9. Assignment
      • Consent required?
      • What are each party’s interests?
    10. Source code escrow
      • Limitations
      • Usefulness
      • Rights
      • Under seal agreement
    11. Termination
      • Who can?
      • When?
    12. Limitation of liability
      • Carve-outs
      • Reasonableness of the limit
    13. Confidentiality
      • What should be protected?
      • Reasonable duration
      • What should be disclosed

Software Development

  1. Why have software developed? — Five reasons,including:
    1. Want ownership
    2. Don’t have expertise in-house
  2. What does software development encompass?
    1. New software
    2. Customization of your software
    3. Customization of the vendor’s software
  3. Decide results or resources deal
    1. Determining responsibility
    2. For the outcomes
    3. For the project management
  4. Other important issues— Fourteen key considerations, including:
    1. Payment triggers
    2. Acceptance testing
    3. Infringement protection
    4. Remedies

Pricing Models & Strategies

  1. Pricing models
    1. Power
    2. Value
    3. Production
    4. Device/site
    5. Duration of license
    6. Volume of purchases
    7. Number of users/devices
    8. Other emerging models
  2. Strategies
    1. Bundled pricing
    2. Long-term commitments
    3. Control of price increases
    4. Defining terms
    5. Forced upgrades
    6. Archaic pricing structures
    7. Other common vendor ploys

Avoiding Litigation

  1. Reviewing rights
  2. Understanding applicable laws such as UCITA
  3. Defining terms appropriately
  4. Determining scope of use
  5. Identifying potential users
  6. Recognizing hidden pitfalls
  7. Establishing audit provision limitation

Click here for a print friendly course outline