A Legal Guide To TECHNOLOGY TRANSACTIONS A COVID-19 Update…


PREFACE
6

TABLE OF CONTENTS
4

DISCLAIMER
7

INTRODUCTION
8

CASE STUDY: AN ERP SYSTEM GONE BAD
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USE DETAILED SPECIFICATIONS AND RFP/PROPOSAL FOR VENDOR SELECTION
14

PERFORM ACCEPTANCE TESTING
16

INCLUDE APPROPRIATE EXPRESS WARANTIES
18

NEGOTIATE RELEVANT DELIVERY SCHEDULES/MILESTONES
21

NEGOTIATE PROGRESSIVE PAYMENT SCHEDULE
22

BE CAUTIOUS WITH FIRST TO TRY-ALPHA/BETA TEST
25

CONSIDER RESPONSIBILITIES FOR SYSTEM REPLACEMENT AND CONVERSION
27

DEFINE DISASTER RECOVERY PROCESS, POLICY, AND PROCEDURES
28

IDENTIFY KEY PERSONNEL
31

UNDERSTAND USE OF HOSTING, SUBSCRIPTIONS SERVICES, APPLICATION SERVICE PROVIDER (ASP), SOFTWARE AS A SERVICE (SAAS), AND THE CLOUD
33

THE INTERNET OF THINGS (IOT) AND ARTIFICIAL INTELLIGENCE (AI)
36

CONSIDER ISSUES OF CONFIDENTIALITY/DATA PRIVACY/ SECURITY
42

BLOCKCHAIN TECHNOLOGY AND CRYPTOCURRENCY
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ASSURE SUFFICIENCY OF SCOPE OF USE
46

COVER INTELLECTUAL PROPERTY RIGHTS, OWNERSHIP, AND PROTECTION
48

ALLOCATE RISKS THROUGH INDEMNIFICATION
50

ASSURE SUFFICIENCY OF USE OF THIRD PARTY SOFTWARE AND OPEN SOURCE
51

ASSURE SUFFICIENCY OF USE OF THIRD PARTY SOFTWARE AND OPEN SOURCE
51

UNDERSTAND THE IMPACT OF BANKRUPTCY ON SOURCE CODE
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NEGOTIATE REMEDIES
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SPECIFY TERM AND TERMINATION
57

DETERMINE LIMITATIONS OF LIABILITIES
58

BE AWARE OF EXPORT CONTROL
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IDENTIFY JURISDICTION AND VENUE
60

CONSIDER TAXES
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DETERMINE WHETHER TO LEASE OR PURCHASE
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REVIEW INSURANCE
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COMPLY WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT
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NEGOTIATE MAINTENANCE AND SUPPORT
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CONSIDER UNIQUE ISSUES FOR FRANCHISED OR FRAGMENTED BUSINESS SYSTEMS
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COMPLY WITH LAWS AND REGULATIONS -SPECIAL CONSIDERATIONS FOR HEALTHCARE RELATED BUSINESSES
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RECOGNIZE THE TYPES TECHNOLOGY RELATEDAGREEMENTS
73

DON’T TREAT THE CONTRACT AS AN AFTER THOUGHT
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