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Home | Business | Ask An Expert You call the plumber to fix leaky pipes. You call the electrician to repair faulty wiring. Don’t be an idiot and think that you can handle technology contracts on your own. Here’s another hard core chunk of common sense: Chances are the attorney you have been with for years can’t competently handle technology contracts! If you are implementing a complex technology that will seriously impact the way you do business, do yourself a favor and call an attorney that specializes in technology legal issues. Many lawyers will tell you that a contract is a contract and there are no significant differences. They are absolutely wrong. Let’s face it, the typical lawyer arguing a real estate case can look up case law that is 300 years old. There is already a massive body of precedent and history that can be used as the basis for fighting a case. The variables have been debated and ruled upon for centuries. There is not much room for debate. A golden oldie for tech law might very well be about 6 days old. This requires any attorney dealing with technology law to have immediate and direct access to the latest information in the legal business. Don’t be impressed with gargantuan stacks of books in a massive legal library. In the modern, digital age the fact is that if it is in print, then it is out of date. Technology contracts have created a totally new legal morass. The disparity has become so significant that a group in Florida is actively working to establish a separate technology court where judges are required to hold technology certifications before they can sit the bench. While chances are this group will not meet with great success, the simple fact that a majority of Florida technology attorneys are in favor of the new court system is telling. Why do they want tech savvy judges? Because it is harder to pull off a dog and pony show in a courtroom if the judge has knowledge of the matter at hand. Then the facts of the case are more important than the acting ability of the lawyers involved. Technology contracts invariably deal with issues that are complex. If you have no idea what a Service Level Agreement entails then you must find somewhat that does. Remember that contracts are meant to protect both parties involved. They are always initially written in the most slanted language possible (i.e. if this falls apart I owe you a nickel but you owe me your house). However, this is meant to establish a negotiating position. Most of the times those terms are subject to change (i.e. negotiation). Very few companies will force their legal boilerplate contracts down your throat without alteration. Who’s The Boss Never, never, never let an attorney tell you what to do. This is a cardinal sin and will guarantee your eternal torment. You know your business. Don’t let anyone dictate to you how you do things. Have your attorney advise you on legal issues. Obviously if your lawyer points out that you are breaking the law then hurry up and take his advice. A lawyer is an expert in his chosen field. Use her services, skills and knowledge. Reap what information you can from her experience and resources then make your own decision. Remember, if you go out of business, your lawyer just lost one client but you have lost everything. Ownership Issues If you are contracting for new software development, be sure to include in your contract who will own the finished work! If you do not specify ownership it is possible that an argument can be made that you are simply leasing the product and are subject to licensing fees. Can you imagine the nightmare you will be in if you get your company onto a new software that has been custom made for you, input all your legacy data into it and then find out that you need to pay for it every year! Make sure you spell out who owns the license. In a majority of cases, the owner of a software product is whoever owns the copyright. If you have hired a consultant to write your software make sure you copyright the final product. This is just another layer of protection for you. Copyrights are inexpensive and worthwhile. They put a stamp of ownership on your technology. If you work with a large law firm chances are they have copyright services. If not, look in the phonebook there are hundreds of starving lawyers. Also, this copyright can now be listed as an asset on your financial statements. Talk to your accountant for additional details. Of Generals & Diplomats Also, be aware that a good contract is designed to avoid litigation. If your attorney is a pit bull that loves battling it out in court then chances are you might not want him to handle your contract negotiations. Let’s face it a confrontational style might destroy whatever chance you have of negotiating better terms. Have you ever been in a position where you have agreed to something simply because the person asking was nice about it? My aunt is a lawyer and she approaches every meeting with the mind set that she is going to nail the opponent. She is not interested in peaceful, friendly negotiations, she wants to show up like McArthur and dictate terms of surrender to the enemy. You don’t send a general to a peace conference; you send a diplomat. You need to have both types of lawyers available to you. You need the general that will fight your battles and the diplomat to negotiate your treaties. Don’t go on the cheap and think one lawyer can handle everything. A diplomat lawyer might very well be very expensive. His work is generally over and done with in a short amount of time so he wants to get paid well. If the diplomat lawyer helps you avoid a drawn out lawsuit then it is worth every cent paid. You can either pay today or pay tomorrow, it’s up to you. Article Source: http://www.articlewheel.com
Louis Rosas-Guyon is a business and technology consultant for R-Squared Computing, Inc. He is based in Miami, Florida.
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