Demystifying IT Contracts

by Gaurav Srivastava & Rajan D Gupta

Chapter 1 — Introduction to Technical Contracts	1
Chapter 2 — Essential Elements of a Contract	5
Offer and Acceptance	6
Consideration and Payment Terms	6
Scope of Work/Services	7
Limitations and exclusions	7
Delivery and Acceptance	7
Performance Metrics and Service Levels	8
Compliance with Industry Standards	8
Training and Documentation	8
Change Control	8
Project Governance and Meeting Cadence	9
Audit and Reporting	9
Ownership of Deliverables	9
Intellectual Property Rights	10
License and Usage Rights	11
Publicity and Marketing	11
Insurance Requirements	11
Subcontracting	12
Confidentiality and Non-Disclosure	12
Data Ownership and Protection	12
Warranties and Representations	13
Indemnification	13
Limitation of Liability	14
Third-Party Components	14
Non-Compete and Non-Solicitation	14
Legal Purpose and Compliance	14
Dispute Resolution	14
Governing Law and Jurisdiction	15
Force Majeure	15
Entire Agreement and Severability	15
Termination and Cancellation	15
Chapter 3 — Drafting the Contract	16
Organizing the Contract	16
Drafting Clear and Concise Provisions	17
Avoiding Ambiguity	17
Using Appropriate Legal Language	18
Chapter 4 — Types of Technical Contracts	19
4.1—Master Service Agreements	19
4.2 — Software Development Agreements	42
4.3 — IT Consulting Agreement	62
4.4 — Software License Agreements	75
4.5 — Open-Source Software Agreements	89
4.6 — Service Level Agreements (SLAs)	107
4.7 — Mobile Application Agreements	124
4.8 — Intellectual Property (IP) Agreements	143
4.9 — Cloud Computing Agreements	158
4.10 — Vendor and Supplier Agreements	175
4.11 — Employment Contracts	191
4.12 — Non-Disclosure Agreements	208
Chapter 5 — Global Data Privacy Laws	225
Chapter 6 — Contract Risk and Issue Management	237
Chapter 7 — Identifying Contract Risks and Issues	239
Review the contract terms	240
Consider the business objectives and risks	242
Evaluate the legal and regulatory environment	243
Seek legal advice	244
Clear Communication	247
Chapter 8 — Best Practices for Managing Contract Risks and Issues	247
Chapter 9 — Leveraging AI in Contracting	261
Chapter 10 — Key takeaways from the Book	275
Advice for readers moving forward with their technical contracts	277