Introduction

Technology contracts are important for both big businesses and startups. Even more so in the COVID-19 lockdown and social distancing phase. We’ll get to that part in a moment. 

Today, the top 5 most valuable companies in the world happen to be technology companies with sizable legal teams indulging in massive contract management and documentation. Within the next 3-5 years, 70% of the business transactions will become digital in nature and almost every transaction will have a technology component to it. 

Young individuals, often millennials, are also starting innovative technology ventures rapidly. They need help in negotiating and finalizing contracts with different kinds of parties - whether they are vendors, partners, and customers. One mistake in a contract with a vendor can interrupt a critical service for their app or website. If such  mistakes are not identified and the right terms are not in place, the loss arising out of such mistakes have to be borne by them. The vendor will not be responsible. If they offer a customer-facing product, they also need to create customized policies. 

One missing term in policy can lead a B2C business (a business that offers services to individual customers) to face litigation in a totally different jurisdiction from where  it operates. It can lead to unwanted criticism from angry customers.

If there is a breach of customer data that is not appropriately handled, liability for the organization responsible for mishandling the breach can run into millions. Here is a list of GDPR fines that were imposed, the highest being a 50 million euros fine on Google. A total of 237 fines amounting to 150 million euros have been imposed as of early 2020.

How does this impact technology contracts?

Businesses in India build ‘apps’ for various kinds of functions, which collect and process customer data from other businesses. These businesses have domestic and international clients. The client itself is in a customer-facing business, like running a restaurant, or a departmental store, or an apparel chain. Such clients tend to impose unlimited indemnity for data breaches on the technology services provider.

Now, if an Indian company does not negotiate such a clause, it can land itself in huge trouble. Further, if it does not prepare itself to handle these situations beforehand, it will find itself unable to do business in such jurisdictions. Losses and lost opportunity costs will be in millions.

Sounds serious, right?

Do you think a client will be willing to pay you for helping them review, negotiate and draft such contracts? 

Will they pay you for advice in implementing internal systems which ensure that such contracts are not violated?

There are people who believe that they do not have to worry about engaging trained professionals for contract drafting - they would pick up an international template and execute it. 

This was until they saw the problems materialize. Unlike earlier, a ‘cut, copy and paste’ job will not work anymore owing to the high degree of risk involved. 

It does not take long for gaps to be identified - 6 months to 2 years is enough. Software development contracts fail regularly resulting in losses, and the primary reason is that the risks, loose ends and the phases are not mapped out. 

Many customized software as a service (SAAS) or technology services procurement deals result in losses too, because the relevant service levels, metrics and KPIs are not mapped out appropriately to the nature of the service.     

These challenges are becoming a day-to-day feature of everyday business operations.

I am not blowing the importance of technology contracts in today’s times out of proportion at all. The Harvard Business Review estimates that inefficient contracting causes firms to lose between 5% to 40% of the value on a given deal. This calculation pertains to ordinary contracts. For technology contracts, add the huge amount of regulatory fines for data breaches, indemnity claims and the increased costs of cross-border legal proceedings. Can you imagine how much is at stake here, and how important it is to have expertise in this area?

Given this situation, there is a huge demand for professionals who can assist businesses in drafting and negotiating technology contracts, contract management, and technology procurement.

Lawyers, Chartered Accountants (CAs), Company Secretaries and contract managers who do not have a law degree can reap tremendous career benefits if they can help clients solve these challenges. They may also be able to develop new clients on the way.

Traditional lawyers who have a litigation practice, or commercial lawyers who perform contract drafting work are struggling to effectively tap into this market because of the specialized nature of the work and its connection with other branches of law, such as data protection and privacy.

This is where you can enter. Take up these headaches for such businesses that they don’t even know exist and you’re the messiah. It is possible for younger professionals to enter the market by acquiring these ‘bridge’ skills. 

In fact, younger professionals who work in this domain will enjoy an advantage in comparison to other areas of legal work as they  will be able to break across numerous stereotypes. You do not need a specific level of seniority, or a minimum amount of experience, which is otherwise considered necessary to win the trust of a client for working on property litigation or a high-stake corporate deal.   

Today, clients are willing to trust young lawyers with only a few years of experience and even freshers provided that they possess the necessary skill-sets to help them. 

As these technologies and regulations are themselves new (less than a decade old), clients do not require lawyers to have 10-20 years of experience. 

Since many of these businesses have innovated and grown rapidly, they are also willing to trust younger lawyers who can demonstrate that they have the skills and that they can deliver. If necessary, one can always show them a demo of their work. 

Those who start early will be able to build their online profile and be in a position to get the clients faster. 

The clients will not even insist on having physical meetings before they can give you work - in other words, you can get legal work even during a period of lockdown and social distancing.

Now, let me come to the COVID-19 lockdown and the social distancing phase, and how building expertise in technology contracts may be relevant for you.

How do the COVID-19 lockdowns affect legal work around the technology contracts?

The COVID-19 lockdowns have placed businesses in a difficult situation. The likelihood of delay and default arising from different contracts has increased. 

Parties are resorting to numerous legal actions under the contract law, such as the invocation of force majeure, frustration, novations, extensions and terminations under ordinary contracts. 

These risks are applicable to technology contracts as well. These risks add another layer of complexity with respect to the technology contracts, especially if they are cross-border.

Now, the practical commercial implications of these concepts such as force majeure, frustration, etc., are not sufficiently chalked out with respect to technology contracts, especially in a scenario such as the current one. 

When lockdowns are withdrawn, we may see a huge amount of litigation based on these communications.

Therefore, the responsibility of planning and issuing these communications is now. If any deal is to be restructured, it must be done now. 

A good lawyer can save a client lakhs or even crores, with smart contract drafting. 

At a time when courts are shut, hiring is slower and litigators are looking for money, the need for professionals who can do this work is urgent. This work can be performed online. You can build your profile, network, get this work and perform it remotely and legally. 

But how will you perform the work? 

Will you even be able to identify the pain points of a client to generate the work effectively and perform it?

Most professionals fail to generate clients because they do not know how to do the work. They bank on getting the work first and then performing it later. They ‘hope’ to learn how to do the work on the way.

That does not happen nowadays, as clients are highly informed, and they give you work based on your pre-existing level of knowledge, understanding of their business model and their pain points. Especially in this domain, clients are often technologically sound. 

This pattern of client behavior is not specific to COVID-19 lockdown alone, but definitely, clients will search more and analyze your skills more deeply before giving you work, in the COVID-19 period. 

What if you developed the capability to deliver services to these businesses as per their requirements? 

What if you could help them re-negotiate and draft various kinds of ‘cloud computing’ agreements, or advise them on how to draft clauses on the use of ‘open-source software’ for a project? 

What if you could have them restructure deals, claim ‘indemnities’, ‘invoke force majeure’ and save millions? 

Won’t the client be willing to pay you for such work?   

Remember, a client pays for the value which you have provided, not for the number of hours that you have spent on the work. If you are highly skilled, you can generate high value for the client and if you work in a company, the management appreciates you even more. 

When the lockdown is withdrawn, would they give you more responsibility and recognition?

If you are looking for a job, would you be in a better position to be hired, if you have already performed such work?  

Will clients be able to trust you more with new contracts? 

Keeping all this in mind, we have curated an intensive 1-month certificate course, with live face-to-face interactions online, to introduce you all to the various kinds of prevalent technology contracts. This course deals with this specialized category of contracts related to software development, services, licensing, cloud computing, terms of use, privacy policies and other specific contracts relating  to e-commerce, etc., which do require a sound understanding of the sector, and we intend on making this process of learning extremely satisfying. 

Unlike our other courses, you will have 2 classrooms per week, and draft 4 contracts every week.

You can work harder, and grow faster. Prepare yourself simultaneously to handle work during the COVID-19 lockdown and post lockdown. 

Our goal is not only to familiarize you with the terms and jargon but to enable you to draft these agreements effectively and become industry ready within a month. 

Who should take this course?

• Lawyers working for technology companies such as Google, Facebook, Amazon, Uber, Flipkart, etc;
• Lawyers who want to specialize in technology law or work in technology law firms;
• Lawyers who want to work in the technology team of corporate law firms; 
• Lawyers who want to build an independent technology law practice;
• Company Secretaries and Chartered Accountants who want to upsell additional services to their clients;  
• Contract managers and procurement managers who regularly procure technology-related services,  work on software development contracts or service level agreements. 

What is the career potential after doing this course?

• You can advise businesses in the COVID-19 social distancing and lockdown period in restructuring deals and build trust with new clients quickly.
• You will be equipped to handle pre-litigation and litigation work after the COVID-19 lockdown and social distancing requirements are eased out. 
• You will learn the skills necessary to work in the technology law practice of a full-service law firm.
• You will acquire specialized skills to be eligible for positions in technology law firms. 
• You can also move to in-house positions offered by high-growth technology companies. 
• You will learn how to perform contract drafting work as an independent professional (lawyer, CA or CS) for startups.   
• If you are working in-house, you can take up additional responsibility at work. You can also assist your organization in expanding to international markets. 
• In-house professionals and managers can improve the success rate and efficiency of technology procurement and get additional responsibility, recognition, and promotions. 
• Improve contract management and documentation processes in your company or for other clients. 

Potential employers

• Law firms;
• In-house legal teams of companies;
• Start-ups; 
• Central and state government undertakings;
• PSUs;
• Independent litigators.

What is unique about this course?

• Learn how to perform the work performed by a technology lawyer of 2 years’ experience in the field. This course compiles years of experience into an intensive three months’ program. After finishing the course, you will have as much practical knowledge as a lawyer working at a big law firm will have after a year or two of experience.
• CS, CAs and contract managers who do not have training in law can also learn this work.
• This course is not based on the reading of study materials or the provision-by-provision study of the statutes. You will need to draft, review and practice how to negotiate technology agreements. 
• Apart from practical lessons, you will have access to numerous templates.
• You will get personal attention and coaching from the trainers, and any doubt regarding a topic shall be addressed within 24 hours.
• You will be given an opportunity to work on one writing assignment during the term of the course that shall be published either on the iPleaders blog or any other industry publications if it meets our specifications. 
• In the span of the course, you will need to perform 14 simulation exercises relating to different contracts, contract-related letters, including the COVID-19 outbreak specific legal work. 
• The course is tough and intensive, you will not be awarded the certificate unless you complete at least 50% of the exercises and the writing assignment. You will also need to attempt an MCQ test to pass. Contact the team for any extensions.
• You will be added to a jobs and internships group where career opportunities will be shared with you. Our placement cell will also guide you on your CV and recommend those who have 100% participation in the course for jobs and internship opportunities.

Money-back guarantee

If you take this course, follow it diligently for a month, do all the exercises but still do not find value in it, or not able to understand or follow it or not find it good for any reason, we will refund the entire course fee to you. It is a 100% money-back guarantee with only one condition, you must pursue it properly for a month. If you don’t find it valuable after that, get your entire money back.

View Refund Policy

Training Methodology

Online 24/7 access

Access to basic study material through an online learning management system, Android and iOS app

Hard Copy Study Material

Hard copy study material modules to be couriered to your address

Practical Exercises

2 practical exercises every week, followed by written feedback

Live Online Classes

Based on the exercises, there will be a live video-based online class. You can ask questions, share your screen, get personal feedback in this class.

Convenient Class timings

Classes are held after regular work hours. Typically classes are kept on Sunday afternoon or 8-9 pm on other days.

Live Doubt Clearing

You can ask questions, get your doubt cleared live as well as through online forums

Certification

This course is recognized by the National Skill Development Corporation, a PPP under the Ministry of Skill Development and Entrepreneurship of the Government of India. You will receive a certificate cobranded by NSDC and Skill India on successful completion.

This is how the certificate from NSDC and Skill India will look as per the current applicable format (may change as per the approval authorities):

What will you learn?

• Get introduced to different types of technology-related contracts and get familiarised with the jargon specific to such contracts. 
• Learn about the inter-relationship of technology contracts with other disciplines such as intellectual property law, data protection, privacy, and artificial intelligence. 
• Learn about issues such as licensing, service level identification, milestone-based delivery of work, acceptance criteria, service level credits, audit, documentation, escrow, indemnity and limitation of liability.
• Learn how to draft international technology contracts in alignment with the principles of transborder transfer of data.
• Learn how to advise technology companies on the execution of software development and service level contracts, technology licenses, revenue models around open source licensing and other issues.
• Learn about the documentation and various contractual letters that are to be drafted over the lifecycle of the contract to save cost and minimize disputes. 
• Advise businesses, artists, sports federations and authors on unique contracts such as technology transfers, e-book publishing agreements, music licensing agreements, video-game licensing agreements, etc.
• Learn how to draft essential clauses in data protection agreements, implement visitor consent, incorporate safeguards for data leaks, draft privacy policies, ensure compliance, etc.
• Understand how to ensure proper stamping and registration of technology-related contracts.
• Learn how to handle data leaks, incident management, and recovery.
• Learn how to deal with dispute resolution involving technology contracts.
• Learn how to comply with domestic and offshore data protection frameworks to minimize regulatory risk.

Specific Learning Objectives

• Learn about the types of services that you can provide to businesses around technology contracts
• Learn how to draft key types of technology contracts relevant for businesses: software licenses and development agreements, e-commerce agreements, service agreements, cloud computing agreements, master services agreements (MSA), statements of work (SOW), domain name transfer and assignment agreement, end-user license agreement (EULA)
• Learn how to draft technology contracts and licenses such as outsourcing agreement, technology transfer agreements, music license Agreement, e-book publishing agreement, affiliate agreements, video game development agreement, etc. non-disclosure agreements, etc
• Learn to appropriately allocate ownership rights when you commission or employ sources for software development 
• Create appropriate licenses for end-users and distributors to maximize intellectual property protection
• Learn about how to use/ limit open-source licenses in software contracts 
• Learn how to draft specifications in a software-development agreement
• Minimize the risk of project failure through the implementation of documentation and third-party verification clause
• Improve success rates of projects through clear milestone-based delivery schedules
• Implement clear mechanisms for acceptance and rejection of work to minimize disputes and move the project forward
• Protect the developer and the client from mischief by the implementation of escrow mechanisms
• Protect sensitive data and comply with local data protection regimes through appropriate data management and security clauses
• Learn how to redline and negotiate indemnity and limitation of liability clauses in your client’s interest
• Clearly define invoicing and payments-related clauses 
• Deploy services-based models for implementation and support for additional revenue generation in SAAS & software development agreements
• Learn how to draft Key Performance Indicators (KPIs) and service levels
• Learn how to draft software audit-related provisions
• Learn how to ensure that developers create verifiable documentation for smooth handover and transition if there is a default 
• Learn how to deal with a material breach, refunds, and credits under SLAs
• Learn how and when to include insurance clauses in technology contracts
• How to draft clauses-related to updates and upgrades in technology contracts
• Minimize damage in case of data leakage and implement incident management frameworks
• De-risk your deal through business continuity and disaster recovery-related clauses
• Perform an end-to-end contract drafting work for subscription service-based websites
• Draft supplementary data-protection agreements to complement primary contracts
• Learn how to customize boilerplate provisions for technology contracts
• Learn how to draft various contractual letters such as a letter to cure the breach, letter of extension, renewal, a price increase letter, letter invoking force majeure, letter for claiming credits in lieu of shortfall of service levels etc
• Draft watertight dispute resolution clauses in domestic & international technology contracts
• Learn how to appropriately invoke domestic and international commercial arbitration
• Learn how to implement various dispute resolution mechanisms with respect to technology contracts

Recruitment and Internship Support

We are the only organization in India with such comprehensive and exercise-based training methodology for courses. Many employers, law firms and companies are happy to recruit our high performing students. If you do well in your exercises and classes, we can help you to get jobs, internships and assessment internships in good law firms, with renowned lawyers as well as in various companies.

List of Weekly Exercises

• Draft a Software Development Agreement
• Draft a Cloud Services Agreement/ SAAS Agreement for a client on a B2B model
• Draft Terms of Service for a B2C website or a subscription services agreement
• Draft an End-User License Agreement (for free and paid versions of downloadable software)
• Draft a Master Services Agreement for technology procurement 
• Draft a Statement of Work
• Draft a Change Order
• Draft a Technology Assignment/ Technology Transfer Agreement
• Draft a Cookie Policy for a client
• Draft an agreement to integrate with third-party API
• Draft a letter to claim indemnity or to claim a credit owing to a breach
• Draft a cancellation, refunds and returns policy for an e-commerce platform
• Draft a maintenance and support services agreement
• Draft a novation agreement or a letter for extension of time 
• Draft a software escrow agreement