System development and systems integration agreements System development agreements govern a wide range of projects from the straightforward to the large, complex and costly. The objective is usually simple: to create an IT system meeting the customer’s needs in a trouble-free way, by an agreed time and for an agreed price. However, this simple ambition often masks a mass of complexity reflecting the underlying complexity of IT systems themselves. Practical matters, including the methodology for the project, the components of the system and how the system should work in real-life conditions, fundamentally affect the issues that a development agreement must address. Without a clear working knowledge of the commercial and technical issues, there is a good chance that lawyers will produce contracts which are divorced from reality and inadequately address the risks. In addition, development contracts contain a mixture of contract, intellectual property and commercial issues which can look standard to the uninitiated but in fact vary widely in order to accommodate specific project requirements. This Practice Note covers the following key issues: • Development methodology • Incorporating other software • Hardware • Development as part of a wider project • Specification stage • Project management, timing and quality of approach • Acceptance testing • Systems integration • Intellectual property rights • Software warranties • Escrow • Payment • Dependencies • Limitation of liability • Confidentiality and exclusivity • Termination • Checklist • Case examples See also Precedents: Systems integration agreement—pro-customer and Systems integration agreement—pro-supplier. Development methodology Development methodology refers
The effect of tax on the quantum of damages This Practice Note describes the effect of tax considerations when a court decides how much to award a claimant as damages for a financial loss. It also considers the account that a court will take of tax when calculating any interest component of the award. The court's aim will be to award an amount of damages that will place the claimant in the same position as if the wrong or injury (for instance negligence, misrepresentation or breach of contract) had not taken place. This means that it may be relevant to consider: • any tax that will be payable on the damages award (see Practice Note: Direct tax treatment of damages and compensation payments), and/or • the tax that would have been payable if the wrong or injury had not taken place—for instance, if the damages are to compensate the claimant for a loss of trading profits, whether the claimant would have been taxable on those profits If this is a contractual dispute, then before considering the principles discussed in this Practice Note, you should find out whether there is an express contractual term that will be relevant to the claim in question. In particular there may be a tax gross-up clause providing that payments under warranties or indemnities (for instance) will be increased if the recipient suffers tax on the
Discover our 29 Practice Notes on HP
Are HP agreements (as opposed to straight hire agreements) exempt from the provisions of the Consumer Credit Act (as amended)? BREXIT: 11pm (GMT) on 31 December 2020 (‘IP completion day’) marked the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. Following IP completion day, key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see: Brexit and financial services: materials on the post-Brexit UK/EU regulatory regime. Some hire purchase agreements are unregulated (eg not regulated by the Consumer Credit Act 1974 (as amended) (CCA 1974)). This is the case for any agreements where none of the hirers is an individual, as defined in CCA 1974 s 189(1). You should bear in mind that the definition of individual is quite specialised, eg individual includes (a) a partnership consisting of two or three persons not all of whom are bodies corporate; and (b) an unincorporated body of persons which does not consist entirely of bodies corporate and is not a partnership. Therefore certain businesses fall within the definition of 'individual' and thus within the consumer credit regime. Many hire businesses have to make the decision whether to have one agreement (which deals with businesses and consumers together) or two agreements (which deal with
Can poor or incorrect administration of a sub-contract invalidate that sub-contract? Administration of the sub-contract The general duties and obligations of contract administration will depend on the scope of the building contract or sub-contract, and may be undertaken by different parties, but generally include: • supervising the performance of the works in accordance with the sub-contract • issuing instructions • certifying the amount of payment due to the sub-contractor and making appropriate deductions • reviewing and assessing variation and extension of time claims The contractor is normally responsible for carrying out the majority of the contract administration under a sub-contract, such as supervising works and certifying payments due to the sub-contractor. It may, in some situations, engage an independent third party to carry out or assist with these functions. Under many standard form sub-contracts, the contract administrator/architect under the main contract (CA) is also referred to and has a role in respect of the sub-contract. See, for example, the JCT Standard Building Sub-Contract Conditions 2016 where, inter alia, the CA may approve the quality or standard of materials/workmanship where specified (clause 2.4.3) and the sub-contractor has to comply with the CA's instructions when they are issued by the contractor (clause 3.4). There is no privity of contract between the sub-contractor and an independent administrator or CA. As there is no direct contractual link, the sub-contractor cannot claim against the administrator/CA for any breaches of
See the 4 Q&As about HP
A round-up of EU competition law developments, including (amongst other things) the Commission’s decision to accept commitments from T-Mobile CZ, CETIN and O2 CZ to address concerns about mobile network sharing in Czech Republic.
Dispute Resolution analysis: Simon Clarke, partner, Ceri Morgan, professional support consultant, Rupert Lewis, partner, and Chris Bushell, partner, all of Herbert Smith Freehills, discuss the implications of ACL Netherlands BV & others v Lynch & others  EWHC 1178 (Ch), the long-awaited judgment recently handed down by the High Court in the US$ 5bn civil fraud action brought by the Hewlett Packard group in connection with its acquisition of the UK software company Autonomy Corporation Limited in 2012.
Read the latest 40 News articles on HP
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.
**Trials are provided to all LexisNexis content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisNexis services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
"The forms and precedents section is essential so that I can quickly and easily look up provisions to include in templates or bespoke project contracts."
Access all documents on HP
0330 161 1234