The Tech Contracts Handbook: Cloud Computing Agreements, Software Licenses, and Other IT Contracts for Lawyers and Businesspeople

Cover
 Title Page
 Copyright Page
 Dedication
 Contents
 About the Author
 Introduction
 Subject Matter: Types of IT Agreements
 The Structure of a Contract and of This Book
 Using This Book
 A Little Industry Language, Particularly Re Cloud Computing
 Three Lessons about Contracting
 1. Good Fences Make Good Neighbors
 2. There Is No Such Thing as "Legalese" or "Technicalese"
 3. Ask Yourself "What's Our Best Option?" Not "What's Fair?"
 Part I. Prime Clauses
 A. Standard End User Software License
 1. Reproduction and Use
 2. End User Restrictions
 B. Standard Distributor Software License. 1. Distribution2. Distributor Restrictions
 3. Minimum Obligations to Distribute
 C. Software Licenses in General
 1. Copyright License Rights
 2. Scope Terms
 3. Unrestricted License
 D. Technology Ownership: Assignment and Work-for-Hire
 1. Ownership of Work Product
 2. Transfer of Existing Assets
 3. Transfers from the Vendor's Employees and Contractors
 E. Subscription for Cloud Services
 1. Cloud Services Subscriptions
 2. Cloud Resale
 F. Promise of Professional Services
 1. Defining the Professional Service
 2. Statements of Work
 3. Change Orders
 G. Payment
 1. Customers' Fees. 2. Distributors' and Resellers' Fees3. Due Dates and Invoices
 Part II. General Clauses
 A. Technical Specifications
 1. The Importance of Specifications
 2. Responsibility for Specifications
 3. Organizing and Editing Specifications
 4. Specifications as a Moving Target
 B. Service Level Agreements
 1. Response, Repair, and Remedy
 2. The Material Breach Issue
 3. SLA Modification
 C. Maintenance, Including Updates and Upgrades
 D. Documentation
 E. Schedule and MilestonesF. Delivery, Acceptance, and Rejection
 F. Delivery, Acceptance, and Rejection
 G. Nondisclosure/Confidentiality. 1. What's Confidential?2. Restrictions on Use
 3. Injunction, Termination, and Retention of Rights
 H. Data Management and Security
 1. Customer Data Defined
 2. Data Management and E-Discovery
 3. Data Security
 4. Data Clauses vs. Nondisclosure Clauses and NDAs
 I. Warranty
 1. Warranty of Function
 2. Intellectual Property/Ownership Warranty
 3. Professional Services Warranty and Related Promises
 4. Other Warranties
 5. Disclaimers of Warranties
 6. Remedies for Breach of Warranty and Similar Failures
 J. Indemnity
 1. Indemnity in General
 2. Indemnities from the Vendor. 3. Exclusions from IP Indemnity4. Indemnities from the Customer, Distributor, or Reseller
 5. Mutual Indemnities
 K. Limitation of Liability
 1. Dollar Cap
 2. Exclusion of Consequential Damages
 3. Unconscionability and Required Clarifications
 4. Exceptions: Liability That's Not Limited
 L. Use of Trademarks
 M. Training
 N. Feedback Rights
 O. Non-Compete and Employee Non-Solicit
 1. Non-Compete
 2. Employee Non-Solicit
 P. Software Audits
 Q. Liquidated Damages
 R. Disaster Recovery
 S. Technology Escrow
 1. Deposit and Verification
 2. License and Confidentiality.