Management and administrators face a myriad of legal issues surrounding the purchase and delivery of goods and services, particularly with the inclusion of software, which often extends a contract relationship beyond payment and acceptance of delivery. Buyers and sellers have some common, but many diverse, interests in the specification of their contractual relationship.
This course covers the structure and components of contracts for sale of goods, services and licenses of associated intellectual property, notably in the use of software, as well as the framework for performance of the contracts. Thus, it will provide a basis and insights for managers, contract administrators and their counselors to best negotiate and administer their interests in contemporary relationships between buyer and seller.
- Basic and hybrid contracts under UCC Article 2
- Software and intellectual property issues in contracting
- Electronic contracting
- Doing business with companies at risk
- Dispute resolution, including litigation
8:30 a.m. - 9:05 a.m.
I. Overview: Purchasing In The Age Of
A. Traditional Contract Rules
1. Restatement (Second) Of Contracts
2. UCC, Particularly UCC
3. International Rules (CISG)
4. Rules Applicable To Service Contracts
5. Intellectual Property Overlay
B. Mass Market Rules
C. Rules On Electronic Purchasing Transactions
1. EFTA, UCC Article 4A
2. Electronic Data Interchange
4. Uniform Electronic Transactions Act (UETA)
5. Electronic Signatures In Global And National Commerce Act (E-Sign)
6. Uniform Computer Information Transactions Act (UCITA)
9:05 a.m. - 11:00 a.m.
(Break 10:15 a.m. - 10:25 a.m.)
II. Purchase Contracts Under UCC
A. Introduction To UCC Article 2
B. Contract Formation
C. Contract Terms
1. Express Terms And Gap Fillers
3. Battle Of The Forms
4. Allocation Of Risk
b. Limitations Of Damages
5. Other Specific Terms
D. Contract Interpretation
E. Service Contracts
11:00 a.m. - 12:10 p.m.
III. Intellectual Property Issues In
Contracts For Sale Of Goods,
Services And Licenses
A. Common Forms Of Intellectual Property
4. Trade Secrets
B. Software: Goods Or Services?
C. Licenses; UCITA
12:10 p.m. - 1:10 p.m.
Lunch (On Your Own)
1:10 p.m. - 2:00 p.m.
IV. Doing Business With Companies At
A. Adequate Assurance
B. Payment; Letters Of Credit (UCC Article 5)
C. Performance Bonds
D. Reclamation And Replevin
E. Source Code Escrow
F. Bankruptcy Issues
1. Security Interests (UCC Article 9)
2. Continuing Obligations
G. Other Insolvency Issues
2:00 p.m. - 3:20 p.m.
V. Dispute Resolution
A. Breach, Repudiation And Excuse
1. Acceptance; Rejection; Revocation
2. Anticipatory Repudiation; Retraction
B. Purchaser's Remedies
2. Specific Performance
4. Economic Loss Doctrine
5. Tort Remedies
C. Alternative Dispute Resolution
3:20 p.m. - 3:30 p.m.
3:30 p.m. - 4:30 p.m.
VI. Discussion Of Exemplary Contract Of
Sale Of Goods, Services And
C. Subject: Deliverables, License Grants
D. Pricing And Payment Terms
E. Representations And Warranties; Disclaimers
F. Risk Allocation
G. Term And Termination; Force Majeure