Key Provisions in Software Outsourcing AgreementsThursday, February 09, 2006
Key provisions in Software Outsourcing agreements should be revisited and updated in light of the events of eleventh September and changes in privacy laws, intellectual property practices, and the business purposes of IT projects. To improve, or transform, an organization’s business operations, centralizing the use of technology to implement business transformation, that is what Software Outsourcing has been doing all these years. Form the intro times; we have now the whole world which is engulfed in the technological field of advancement to produce and to advance.
From the use of a manual system to order custom products in the retail industry, an example of business transformation could be taken. If the manual system were replaced by Software Outsourcing and the software prevented miscoding and its automated order placement prevented factory mistakes, then the number of products that would have to be discarded or returned would be greatly reduced. The business transformation is embodied in the adoption of the new technology. In this case, the improvement in business operations, at both the retail store and the factory, is included in the Software Development.
The topics covered under this article are also important even if business transformation is not the primary purpose of the Information Technology transaction or Software Outsourcing. For such cases, among other topics, the article provides updated licensing techniques are as follows:
The changes required in confidentiality agreements to accommodate the privacy of personal Software Outsourcing information; as a solution for intellectual property rights, the potential problems of using joint ownership; on litigated disputes the impact of statements of work; having master agreements control for subsequent transactions documents; framing a motion for an injunction to require the Software Outsourcing vendor to provide maintenance during a dispute as a motion to maintain the status quo rather than as a just request for an extraordinary affirmative remedy; in a separate agreement placing confidentiality obligations is the advantages; and requiring employee background checks as protection against Software Outsourcing sabotage.
The confidentiality agreements need to be revisited while Software Outsourcing because they were not written to cover PII entrusted to a party. Standard confidentiality agreements were generally written to protect trade secrets and other proprietary business information and to exclude publicly available information from nondisclosure obligations. A firm that is a client in a software license or Offshore Outsourcing transaction will want the vendor to keep PII confidential. It will argue that, because it has an obligation to do so, so does the supplier that acts as its agent.
To protect the corporate organization’s interests in Software Outsourcing and to avoid possible liability under privacy regulations, the client will insist on an exception to the exception to prevent the disclosure of PII. The vendor, however, may argue that it has no confidentiality obligation because the PII fits within the exception for public information. This is because personal information such as home addresses is technically available to the public in the county premises and other similar sources. The article should conclude with a discussion of the core factors necessary for successful Software Outsourcing licensing agreement.