A Guide to IT Contracting Checklists,Tools, and Techniques : Checklists, Tools, and Techniques.

Cover
Half Title
Title Page
Copyright Page
Dedication
Table of Contents
Acknowledgments
About the Author
Preface to the First Edition
Preface to the Second Edition
1 Collecting Basic Deal Information
	Checklist
	Overview
	Key Considerations
	Performance
	Intellectual Property Issues
	Personal Information Privacy and Security
	Information Security
	Other Unique Issues
	Summary
2 Software License Agreements
	Checklist
	Introduction
	Four Critical Questions
	License and Restrictions
	Acceptance Testing
	Third-Party Software
	Fees
	Warranties
	Indemnification
	Limitation of Liability
	Specifications
	Confidentiality and Security
	Maintenance and Support
	Announcements and Publicity
	Term and Termination
	Additional Contract Terms
	Summary
3 Nondisclosure Agreements
	Checklist
	Overview
	Key Considerations
	Essential Terms
	Additional Considerations
	Summary
4 Professional Services Agreements
	Checklist
	Overview
	Key Considerations
	Essential Terms
		Term and Termination
		Acceptance Testing
		Personnel
		Subcontracting
		Warranties
		Indemnification
		Limitation of Liability
		Intellectual Property Ownership
		Change Order
		Confidentiality and Information Security
		Force Majeure
		Nonsolicitation
		Insurance
		Fees and Costs
		Relationship to Other Agreements
	Summary
5 Statements of Work
	Checklist
	Overview
	Essential Terms
		Scope of Work and Business Requirements
		Technical Environment
		Acceptance Testing
		Deliverables
		Documentation
		Roles and Responsibilities of the Parties
		Project Management Processes
		Issue Resolution and Escalation Procedures
		Risks
		Pricing and Cost
		Service Level Agreements
		Change Orders
	Summary
6 Cloud Computing Agreements
	Checklist
	Key Considerations and Essential Terms
		Service Levels
			Uptime Service Level
			Response Time Service Level
			Problem Resolution Service Level
			Remedies for Service Level Failure
		Data
			Data Security
			Disaster Recovery and Business Continuity
			Data Redundancy
			Use of Customer Information, Data Conversion, and Transition
		Insurance
		Indemnification
		Limitation of Liability
			The Limitation of Liability Should Apply to Both Parties
		License/Access Grant and Fees
		Term
		Warranties
		Publicity and Use of the Customer Trademarks
		Notification for Security Issues
		Assignment
	Pre-Agreement Vendor Due Diligence
	Summary
7 Click-Wrap, Shrink-Wrap, and Web-Wrap Agreements
	Checklist
	Overview
	What Is a “Shrink-Wrap” License?
	Products Purchased under Shrink-Wrap Agreements—Common Elements
	Methods of Purchasing Shrink-Wrap Products
	Typical Shrink-Wrap Terms and Conditions
	Key Risks of Shrink-Wrap Products
	Mitigating Risk
	Summary
8 Maintenance and Support Agreements
	Checklist
	Overview
	Scope of Support and Maintenance
	Predictability of Fees
	Support Not to Be Withheld
	Term
	Partial Termination/Termination and Resumption of Support
	Specifications
	Availability
	Support Escalation
	Service Levels
	Summary
9 Service Level Agreements
	Checklist
	Overview
	Service Level Provisions Commonly Found in the Terms and Conditions
	Root Cause Analysis, Corrective Action Plans, and Resolution
	Cost and Efficiency Reviews
	Continuous Improvements to Service Levels
	Termination for Failure to Meet Service Levels
	Cooperation
	Service Level Provisions Commonly Found in a Service Level Agreement or Attachment
	Measurement Window and Reporting Requirements
	Maximum Monthly At-Risk Amount
	Performance Credits
	Presumptive Service Levels
	Exceptions to Service Levels
	Supplier Responsibilities with Respect to Service Levels
	Additions, Deletions, and Modifications to Service Levels
	Earn-Back
	Form of Service Levels
	Summary
10 Idea Submission Agreements
	Checklist
	Overview
	Key Risks of Submissions
	Essential Terms
	Beware of Reverse Submissions
	Summary
11 Joint Marketing Agreements
	Checklist
	Overview
	Key Considerations and Essential Terms
		Determine the Scope of the Engagement
		Marketing Obligations
		Referral Arrangements
		Confidentiality
		Intellectual Property Issues
		Warranties and Disclaimers
	Term and Termination
	Summary
12 Software Development Kit (SDK) Agreements
	Checklist
	Overview
	Key Considerations and Essential Terms
		Scope of License
		Ownership
		Confidentiality
		Compatibility Testing
		Support
		Warranty Disclaimers
		Limitations on Liability
		Indemnification
		Export/Import
		Acquisition by Federal Government
		Term and Termination
	Summary
13 Key Issues and Guiding Principles for Negotiating a Software License or OEM Agreement
	Checklist
	Key Issues and Guiding Principles
	Initial Matters
	Scope of License/Ownership
	Pricing
	Audit Rights
	Limitations of Liability
	Warranties
	Support and Maintenance; Professional Service Rates
	Payment
	Term and Termination
	Infringement Indemnification
	Summary
14 Drafting OEM Agreements (When the Company Is the OEM)
	Checklist
	Key Issues and Guiding Principles
	Determine the Scope of the Engagement
	Customer Terms
	Territory
	Hardware Products
	Exclusivity
	Supplier Product Changes
	Support and Training
	Confidentiality
	Intellectual Property Issues
	Warranties and Disclaimers
	Limitations of Liability
	Indemnification
	Term and Termination
	Summary
15 Original Equipment Manufacturer (OEM) Agreements
	Checklist
	Overview
	Key Contracting Concerns from the Perspectives of Both Parties
	Summary
16 Health Insurance Portability and Accountability Act (HIPAA) Compliance
	Checklist
	Overview
		Key Issues and Guiding Principles
	Who Are BAs?
	What Can Happen to BAs That Fail to Comply with HIPAA?
	BA Requirements under the Security Breach Notification Requirements
	BA Requirements for Compliance with HIPAA Security Rule
	Statutory Liability for Business Associate Agreement Terms
	BAA Compliance with HITECH Act Requirements
	Other HIPAA Requirements
	Steps for Compliance for Breach Notification
	Steps for Compliance with HIPAA Security Rule
	Additional BAA Terms
	Considerations for Inventory HIPAA-Related Policies
	Summary
17 Reducing Security Risks in Information Technology Contracts
	Checklist
	Best Practices and Guiding Principles
	Trade Secret Considerations
	Copyright Considerations
	Joint IP Considerations
	Policy on Embedded Open Source
	Internal Procedures
	Policies Following Infringement
	Employees
		Employee Training and Communication
		Contractual Protections
		Nonemployees and Subcontractors
	Software Distribution
		Object Code vs. Source Code
		Language for License Agreements
		Nondisclosure Agreements
		Audit Rights
		Foreign Jurisdictions
	Source Code Licenses
		Escrow the Source Code
		Language for Source Code License Agreements
	Summary
18 Website Assessment Audits
	Checklist
	Overview
	Key Issues and Guiding Principles
		Evaluate Your Website
		Domain Names
		Use of Third-Party Trademarks
		Hyperlinks
		Content
		Visitor Uploads
		Applicable Internet-Specific Laws
		Terms and Conditions
		Data Security and Privacy
		Insurance
		General Considerations
	Summary
19 Critical Considerations for Protecting IP in a Software Development Environment
	Checklist
	Overview
	Key Issues and Guiding Principles
		Vendor Due Diligence
		Treatment of Data
		Physical Security
		Administrative Security
		Technical Security
		Personnel Security
		Subcontractors
		Scan for Threats
		Backup and Disaster Recovery
		Confidentiality
		Security Audits
		Warranties
		Limitation of Liability
		Termination
		Security Breach Notification
		Insurance
		Destruction of Data
		Additional Considerations
	Summary
20 Transactions Involving Financial Services Companies as the Customer
	Checklist
	Overview
	Three Tools for Better Contracts
	Key Considerations
	Summary
21 Source Code Escrow Agreements
	Checklist
	Overview
	What Does It Mean to Escrow Source Code?
	Types of Escrow Agreements
	Release Conditions
	Key Issues for Escrow Agreements
	Summary
22 Integrating Information Security into the Contracting Life Cycle
	Checklist
	Overview
	Due Diligence: The First Tool
	Key Contractual Protections: The Second Tool
	Information Security Requirements Exhibit: The Third Tool
	Summary
		Example Information Security Requirements Exhibit
23 Distribution Agreements
	Checklist
	Overview
	Key Issues for Distribution Agreements
		License Grant
		End-User License Agreement
		Development of the Product
		End-User Data
		Obligations of the Parties
		Product Pricing
		Additional Considerations
	Summary
24 Data Agreements
	Checklist
	Overview
	Key Contractual Protections
	Summary
25 Website Development Agreements
	Checklist
	Overview
	Initial Issues to Think About
	What are the Basic Objectives of the Website and the Development Agreement?
	Intellectual Property Ownership
	Software Requirements
	Schedules and Timetables
	Term and Termination
	Fees and Charges
	Project Management
	Acceptance Testing
	Warranties
	Indemnifications
	Content of the Website
	Linking Issues
	Insurance
	Reports, Records, and Audits
	Training/Education/Troubleshooting
	Additional Provisions to Consider
	Summary
26 Social Media Policies
	Checklist
	Introduction
	Policy Scope and Disclaimers
	No Expectation of Privacy
	Right, But No Duty, To Monitor
	Conduct in Social Media
	Social Networking and Weblogs
	Employee Questions and Signature
	Summary
27 Critical Considerations for Records Management and Retention
	Checklist
	Overview
	Avoiding Spoliation Claims
	Impact on Litigation/Discovery Costs
	Developing the Policy
	Litigation Discovery Procedures
	Developing the Retention Schedule
	The E-Mail Problem
	Authorized Storage Locations
	Confidentiality and Security
	Third-Party Vendors
	Proper Destruction
	Summary
Glossary
FFIEC Booklet
	Table of Contents
		INTRODUCTION
		BOARD AND MANAGEMENT RESPONSIBILITIES
		RISK MANAGEMENT
			Risk Assessment and Requirements
				Quantity of Risk Considerations
				Requirements Definition
			Service Provider Selection
				Request for Proposal
				Due Diligence
			Contract Issues
				Service Level Agreements (SLAs)
				Pricing Methods
				Bundling
				Contract Inducement Concerns
			Ongoing Monitoring
				Key Service Level Agreements and Contract Provisions
				Financial Condition of Service Providers
				General Control Environment of the Service Provider
				Potential Changes due to the External Environment
		RELATED TOPICS
			Business Continuity Planning
			Outsourcing the Business Continuity Function
			Information Security/Safeguarding
			Multiple Service Provider Relationships
			Outsourcing to Foreign Service Providers
		APPENDIX A: EXAM PROCEDURES
		APPENDIX B: LAWS, REGULATIONS, AND GUIDANCE
		APPENDIX C: FOREIGN-BASED THIRD-PARTY SERVICE PROVIDERS
Index