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A look at contracts for owners, managers, engineers, and scientists. You can minimize problems and get paid faster if you pay attention to practical matters.
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High Tech Contracting – Getting What You Pay For, Getting Paid for What You Do
Rob CoganContinuum LawSan Diego, CA [email protected] 858-348-1005
Rob Cogan 858-348-1005 [email protected] 2
Getting What You Bargained For
What did you bargain for? Is there a specification? Are there acceptance criteria? Data requirements?
How do you know when it’s accepted? When is payment due?
What is subject to the rights clauses?
Rob Cogan 858-348-1005 [email protected] 3
Objectives of a Contract
Avoid costly disputes later on
Answer the “what ifs?” when possible
Try to establish some certainty regarding your costs and margins
Remember what you shook hands on.
Rob Cogan 858-348-1005 [email protected] 4
Reading a Contract
Parties – Parent company, division, affiliate?WHEREAS – Who is bringing what to the party.Definitions – What is a report, covered product, . . . ?Product definition or license grant.Acceptance Criteria.Warranty.Payment.“General” – Choice of law, “entire agreement,” etc.
“inadequate remedy at law” = right to injunction.
Rob Cogan 858-348-1005 [email protected] 5
Statement of Work ScopeApplicable Documents – e.g., specs, standards.Requirements – Reference – good for commercial contracts too: Department of Defense, Handbook for Preparation of Statement of Work MIL-HDBK-245D (verified as current 5 April 00). http://www.acqnet.gov/comp/seven_steps/library/DODhandbook.pdf
Rob Cogan 858-348-1005 [email protected] 6
Acceptance
Usually, payment follows acceptance; obligation to pay follows delivery. How do you know when this has occurred? Are all the requirements for acceptance in one place in the contract?Is there a deadline for acceptance or rejection of the goods, services?
Rob Cogan 858-348-1005 [email protected] 7
Scope of Rights Gained by Buyer in Contract Technology
Physical or Intellectual Property Can you tell what items go to the buyer?
If you can’t, it may not be legalese; it may just be a poorly written.
Definitions of Scope Likely to Cause Arguments: Items developed in connection with the contract Items related to the contract
Better: Items developed as an element of contract performance.
Rob Cogan 858-348-1005 [email protected] 8
Mechanics of Getting PaidTest the system BEFORE it’s time to submit an invoice. Submit a zero dollar invoice to see if it will get through the customer’s system.Get advance agreement on the data that must be on the invoice.Go over each line item to be sure your description in the invoice will be properly recognized
