Below is a checklist which is intended to assist purchasers of IT products and services to enter into successful IT contracts with suppliers.
Change management – Are change management and variation procedures clearly set out in the IT contract?
Scope and goals – Does the IT contract clearly specify the scope and goals to be achieved in relation to the supply of the IT products or services?
Parties’ responsibilities – Does the IT contract clearly identify the extent to which each of the parties is responsible for performing the tasks which need to be completed for the supply of the IT products or services?
Communications and reporting – Are the procedures for communications between the parties clearly set out in the IT contract?
Performance, guarantees and undertakings – Are the measures which will be used to measure the supplier’s performance clearly set out in the IT contract?
Limitation of liability – Does the IT contract clearly specify the extent to which the liability of the parties is to be limited or excluded?
Delivery and acceptance – Does the IT contract clearly set out the procedures for the delivery of the IT products or services and the acceptance test procedures and criteria?
Dispute resolution – Does the IT contract include a dispute resolution procedure which facilitates the resolution of any dispute efficiently and cost effectively?
Service levels and warranties – Does the IT contract clearly specify the service levels for the supply of the IT products or services together with warranties regarding compliance with the service levels including response and resolution times where applicable?
Charges and adjustment of charges – Does the IT contract clearly specify the charges for the supply of the IT products or services together with the circumstances in which the charges may be adjusted and the mechanism for determining any such adjustment?
Audits and benchmarking – Does the IT contract clearly set out the rights of the customer to audit the performance of the supplier and benchmark the charges for the supply of the IT products or services?
Indemnification – Does the IT contract clearly specify the scope of any indemnity including the persons indemnified, types of loss or damage covered and any liability limits or exclusions which are applicable?
Intellectual property – Does the IT contract clearly set out the arrangements for the ownership and licensing of intellectual property rights in developed material and licensing of intellectual property rights in pre-existing materials?
Payment – Does the IT contract clearly specify the payment arrangements including the method and timing for the making of payment?
Information access and management – Does the IT contract clearly specify the requirements for the handling by each party of the other party’s information and data including whether these obligations survive the expiry or termination of the IT contract?
Business continuity and disaster recovery – Does the IT contract specify whether any business continuity or disaster recovery plans are required including the arrangements for the supply of the IT products or services in the event of a disaster?
Applicable law and jurisdiction – Does the IT contract specify the governing law and courts which have jurisdiction in the event of a dispute arising between the parties?
Confidential information and non-disclosure – Does the IT contract clearly define the confidential information of each party and clearly specify how such information is required to be handled and the circumstances in which such information may be used or disclosed by a party?
Warranties – Does the IT contract clearly specify the warranties required to be provided by the supplier, the duration of these warranties and the procedure for the making of a warranty claim by the customer?
Assignment and transfer – Does the IT contract clearly state any circumstances in which a party has the right to transfer its rights or obligations under the IT contract?
If you require any further information in relation to this checklist, or any assistance to negotiate or review an IT contract, please do not hesitate to contact us.
Please note that the information contained in this checklist is provided for information purposes only and is not intended to be relied upon as legal advice for any particular purpose. You should seek your own independent legal advice for your specific circumstances.