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Contract Commons: Online Legal Support for Education Technology Acquisitions. New York Law School Marcey Grigsby Smita Gulivindala Natalie Porto Brian Robinson. Presentation Outline. The Problem Our Assignment Our Client Our Five-Step Approach Contract Commons Strategy Next Steps.
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New York Law School
Contract negotiator > School district rep or administrator; negotiates contract with software vendor
Vendor sales rep > Software vendor’s sales rep; negotiates with school on behalf of vendor
Attorney > School district’s inside or outside counsel; legal review of contract
Technology user > School district personnel; will use the software/technology upon installation
Policymaker > School board member or state/local educational policymaker; sets policies that require software or technology solutions
Consultant/CIO > Educational consultant or school CIO responsible for identifying software/tech solutions in support of policies and initiatives
Example: Benefits for Contract Negotiators
We identified four primary processes that would support the target audiences
-- Manager, Research & Assessment,
California school district of 45,000 children
Small School District, California
“If I’d had a good model contract, I could have stood alone better and handled the negotiations on my own.”
-- Director of Educational Services in Tennessee
“We knew we needed our reports to print out in the color-coding to which we had all become accustomed, but we didn’t think to put it in the contract. Once the deal was inked, the vendor could not or would not modify the software to produce the color-coded reports.”
Northern California School District
Reading the Contract
Making the Deal
Choose a Solution
Budgeting and Planning
Working as a TeamWhat is Contract Commons?
An online system to assist school district personnel, vendors and their lawyers in negotiating and drafting technology and software agreements.
8. LIMITED WARRANTY. The following warranty is supplied with respect to Licensed Product provided to Customer hereunder:
8.1 Conformity to Specifications. Vendor cannot assure that the performance of Licensed Product will be uninterrupted or error-free, or that all Licensed Product problems will be corrected, despite Vendor’s reasonable efforts to do so. Vendor does, however, warrant for a period of twelve (12) months after the original shipment of Licensed Product hereunder that: (a) such Licensed Product (other than Custom Programs supplied by Vendor pursuant to Vendor’s Services Policies), as originally delivered under this Agreement, will substantially conform to the applicable description and specifications contained in the Documentation delivered with such Licensed Product; and (b) Custom Programs supplied by Vendor pursuant to Vendor’s Services Policies will substantially conform to the specifications set forth in the applicable Statement of Work pursuant to Vendor’s Services Policies. The foregoing warranty shall not apply to Licensed Product that has been modified, damaged or used in a manner that does not conform to the instructions and specifications contained in the Documentation for such Licensed Product. In the event that Licensed Product does not meet the requirements of this warranty, Customer shall be responsible to so notify Vendor in writing during the warranty period and provide Vendor with sufficient detail to allow Vendor to reproduce the problem. After receiving such notification, Vendor will undertake to correct the problem by programming corrections, reasonable “work-around” solutions and/or Documentation corrections. If Vendor is unable to correct the problem after a reasonable opportunity, Vendor will refund the license fees paid for such Licensed Product and Customer’s license to use such Licensed Product will terminate. The foregoing states the complete and entire remedies that Customer has under this warranty. Vendor shall have no responsibility for any warranty claims made outside of the warranty period.