NEGOTIATING
TECHNOLOGY OUTSOURCING
AGREEMENTS
Conference in Detail
Day 2: Tuesday • September 30, 2003
(Click here to see Day 1)
| 8:30 | Getting Started: Building Blocks for Effective Agreements |
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| • Building the contract around your business objectives: Is it a Service Level Agreement, Development Agreement, Licensing Agreement or a hybrid? What basic outline should you follow? What types of clauses are necessary? What are the norms on things like indemnification, limitations of liability, and warranties? |
Mark Grossman, Esq. Program Co-Chair Becker & Poliakoff, P.A. Miami, FL |
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| • Drafting key terms: Creating hybrids of service level, development, and licensing agreements; specifying deliverables and payment structures; measures of performance; responsibility for hackers, corruption, and other problems; monitoring, auditing and reporting provisions |
James Steinberg, Esq. Kilpatrick Stockton LLP Atlanta, GA |
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| 10:15 | Break |
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| 10:30 | Intellectual Property as a Key Component: |
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| • Developing Effective IP Identification and Protection Strategies Patents: Protecting patented assets you put into the transaction; protecting yourself against infringement claims; assigning rights and responsibilities for pursuit of patent protection for new technologies and processes resulting from the transaction |
Gordon T. Arnold, Esq. Arnold & Associates Houston, TX |
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| • Trends in strategies for protecting copyrights, trademarks, trade secrets, and patents; tips for designing organizational structures for identifying and protecting IP and trade secrets resulting from the transaction |
William E. Bandon, III, Esq. Wiggin & Dana LLP Stamford, CT |
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| • Open source code: Special issues for buyers, and sellers concerned about buyer use of derivative works |
Brian S. Kelly, Esq. Fenwick & West LLP Washington, DC |
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| 12:00 | Lunch (on your own) |
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| 1:15 | Important Additional Items |
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| • Antitrust considerations: Assessing the risks arising from exclusive arrangements and data sharing; when to worry about foreign regulation; strategies for minimizing domestic and foreign antitrust risks |
J. Mark Gidley, Esq. White & Case Washington, DC |
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| • Human resource issues: Terms for dealing with employee mobility |
Valerie du Laney, Esq. Miller Nash LLP Seattle, WA |
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| • HIPAA and how business associate’s obligations and the new security rules impact outsourcing |
Randall E. Colson, Esq. Haynes and Boone, LLP Dallas, TX |
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| 3:00 | Break |
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| 3:15 | Thinking Twice about the Boilerplate |
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| • Risk allocation strategies; liability limitations, warranties, and indemnification; cross indemnification |
James (Jim) P. Dugan, Esq. Perkins Coie LLP Seattle, WA |
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| • Thinking Twice about the Boilerplate in the International Context: Clauses subject to public policy laws that may not be avoided by a choice of law clause; Choice of foreign law that may ignore or contradict a boilerplate solution. |
Maggy Bailly, Esq. Black Lowe & Graham PLLC Seattle, WA |
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| • Just in case your partner goes bankrupt: Update on the continuing influence of bankruptcy law on the realities of protecting and using Intellectual Property; terms that may help and terms to avoid |
Jack J. Cullen, Esq. Foster Pepper & Shefelman PLLC Seattle, WA |
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| 5:00 | Adjourn |
(Click here to see Day 1)
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