2nd Edition

A Guide to IT Contracting Checklists, Tools, and Techniques

By Michael R. Overly Copyright 2021
    404 Pages
    by Auerbach Publications

    404 Pages
    by Auerbach Publications

    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.

    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)
    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


    Michael R. Overly is a partner in the Technology Transactions and Outsourcing Practice Group in the Los Angeles office of Foley & Lardner LLP. As an attorney and former electrical engineer, his practice focuses on counseling clients regarding technology licensing, intellectual property development, information security, and electronic commerce. Mr. Overly 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), and Certified Information Privacy Professional (CIPP) certifications. He is a member of the Computer Security Institute and the Information Systems Security Association. Mr. Overly writes and speaks frequently regarding 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, Mr. Overly has testified before the U.S. 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 Ling-by-Line (Aspatore Press 2004).