what i wish i knew before i signed that contract

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What I Wish I Knew Before I Signed That Contract2016 InnoTech DallasApril 6, 2016

Gregory Wilson


Steve Case Celebrating


A.O.L. acquires Time Warner

Deal Details

$182B purchase price Largest deal in history New Company worth $350B Annual Revenue $30B


Steve Case Years Later


A.O.L. acquires Time WarnerDeal Results

Dot com bubble burst Economy went into a recession AOL takes a goodwill write-off $99B in 2002 AOL valuation goes to $20B


Common oversights by IT in contracts negotiations

Force Majeure Limits of Liability Intellectual Property Infringement Indemnity Order Acceptance Terms Infringement Indemnity License Terms Termination Acceptance Customer Use Remedy


Force Majeure


Force Majeure

Fire Flood Loss of Power Loss of Connectivity


Limits of Liability


Limits of Liability

Disaster Recovery Data Security Cumulative Liability Amount


Infringement Indemnity

Who decides? What’s reasonable? What happens if “the

never will happen” happens?

Sole & Exclusive remedy


Subscription Terms

Automatic renewal terms Termination notification timeframe Price increase % at renewal Price Benchmarking


Data Deletion at Termination

Certificate of Destruction

Liability


Order Acceptance

Remove hyperlinks What document controls?


License Terms


License Terms

Territory Restrictions Ordinary Course of Business Restrictions License Nontransferable


Affiliate and Customer Use

How is a customer defined? Can contractors/vendors use this product? Who can review the output?


Acceptance


Remedy


Remedy

What if the repair is not acceptable? How many attempts are they allowed? How is the replacement product determined? What say do I have in the repair/replacement decision?


No Setoff

Dispute Resolution What if it doesn’t work? Past, present or future

claim


Expense Reimbursement


Expense Reimbursement

10% Processing and Administrative Fee? Ensure preapproval Expense policy


SLA Credits


SLA Credits

Credit for 100% uptime? Downtime definition Termination language for repeatedly missed SLAs Missed SLAs penalties Calculations for these metrics When does the clock start and stop? How do you receive your credit?


Contractual Terms


Contractual Terms

Master Agreement supersedes all previous agreements Must be signed by both parties Entire understanding Each schedule supersedes all previous schedules


Revenue Recognition

Recognize Revenue - Recognizing revenue when each element of an arrangement satisfies the following basic revenue recognition criteria:

persuasive evidence of an arrangement exists, delivery has occurred, the software vendor’s fee is fixed or determinable collectability is probable


Questions

what i wish i knew before i signed that contract

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