Contract Commons:
Online Legal Support for Educational
Technology Acquisitions
New York Law School
Marcey Grigsby
Smita Gulivindala
Natalie Porto
Brian Robinson
Making It Easier
for Public Education to Obtain Better Technology
The Lawyer
legal help
Have you ever . . .
Lacked access to legal assistance when negotiating a contract?
Purchased technology with a form contract that didn00 memorialize your deal00 business terms?
Acquired software that didn00 do what you wanted or did things you didn00 need it to do?
Experienced a lack of support from vendors after a contract was executed?
The Challenge
Without legal and strategic assistance in the technology acquisition process, public education cannot acquire the best technology to support educational reform.
Presentation Outline
00/font>I need to learn what the elements of a good technology contract are so I can recognize if these provisions are in the contract and make sure they get added if they aren00/font>t.00/font>
-- Manager, Research & Assessment,
California school district of 45,000 children
00/font>Vendor-provided agreements are one-sided and too restrictive. And we lack the resources to negotiate the terms to our favor.00/font>
-- Information Technology Director,
Small School District, California
00/font>If
I00/font>d
had a good model contract, I could have stood alone better and handled
the negotiations on my own.00/font>
-- Director of Educational Services in Tennessee
00/font>We
knew we needed our reports to print out in the color-coding to which
we had all become accustomed, but we didn00/font>t think to put it in the contract. Once
the deal was inked, the vendor could not or would not modify the software
to produce the color-coded reports.00/font>
-- Chief Academic Officer,
Northern California School District
Key Challenges
The public school technology procurement
and contracting process faces numerous challenges due to a lack of:
Why Does This Matter?
Enabling
Education Reform
What is Contract Commons?
An online system to assist school district
personnel, vendors and their lawyers in negotiating and drafting technology
and software agreements.
Choose a
System
Define Project
Define Needs
Identify Options
Choose a Solution
Acquire a
System
Contract Basics
Reading the Contract
Making the Deal
Implement a
System
Drafting Policies
Budgeting and Planning
Working as a Team
Who is Contract Commons?
Stupski Foundation
Technology Law Experts
Technology Community
Educational Community
The Goal of Contract Commons
Get vendors and districts to clearly define their needs up front.
Build a community to learn about the content and process of contract negotiations.
Connect the legal and public school education communities.
Design Philosophy
Building an open community
for knowledge sharing
Contract Commons: What Will it Do?
Choosing a System
Advice to Keep in Mind When Deciding
Whether to Buy or Build or How to Identify the Right Vendors and their
Products
Get input from potential users and survey their needs.
Communicate with others that use the same vendor, hardware or software product.
Systems should be accessible from anywhere.
Make sure you accurately calculate the cost of a product, including maintenance and fees.
Acquiring a System
Advice to Keep in Mind When Negotiating and Contracting:
Far more than a statement of legal
rights, a contract memorializes the business deal.
Spread your payments out over time and tie the payments to project deliverables.
Detail desired milestones and deliverables in your contract.
Know the conditions for ending the relationship and terminating the contract.
No matter what anyone says to the contrary, your agreement with a vendor is always negotiable.
8. LIMITED WARRANTY.
The following warranty is supplied with respect to Licensed Product
provided to Customer hereunder:
8.1 Conformity to Specifications.
Vendor cannot assure that the performance of Licensed Product will be
uninterrupted or error-free, or that all Licensed Product problems will
be corrected, despite Vendor00
reasonable efforts to do so. Vendor does, however, warrant for
a period of twelve (12) months after the original shipment of Licensed
Product hereunder that: (a) such Licensed Product (other than Custom
Programs supplied by Vendor pursuant to Vendor00 Services Policies),
as originally delivered under this Agreement, will substantially conform
to the applicable description and specifications contained in the Documentation
delivered with such Licensed Product; and (b) Custom Programs supplied
by Vendor pursuant to Vendor00 Services Policies will substantially
conform to the specifications set forth in the applicable Statement
of Work pursuant to Vendor00 Services Policies. The foregoing
warranty shall not apply to Licensed Product that has been modified,
damaged or used in a manner that does not conform to the instructions
and specifications contained in the Documentation for such Licensed
Product. In the event that Licensed Product does not meet the
requirements of this warranty, Customer shall be responsible to so notify
Vendor in writing during the warranty period and provide Vendor with
sufficient detail to allow Vendor to reproduce the problem. After
receiving such notification, Vendor will undertake to correct the problem
by programming corrections, reasonable 00ork-around00solutions and/or
Documentation corrections. If Vendor is unable to correct the
problem after a reasonable opportunity, Vendor will refund the license
fees paid for such Licensed Product and Customer00 license to use
such Licensed Product will terminate. The foregoing states the
complete and entire remedies that Customer has under this warranty.
Vendor shall have no responsibility for any warranty claims made outside
of the warranty period.
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