Many business owners and managers feel comfortable negotiating the general terms of computer agreements. Often, the purchase or rental of computer equipment or software seems like any other acquisition of office equipment. The stakes, however, are dramatically higher when computers are involved.
Whether you are leasing or purchasing the software or hardware, having software developed for you, or simply seeking a service contract for an existing system, one or more contracts will be offered for your review and signature. The contracts are often lengthy, detailed and technical, yet appear to be quite “standard”. Generally, the company seeking to sell its product or service will give you the impression that the form of contract is one which is universally employed, that review and execution is a mere formality, and that the provisions are not negotiable. This may be especially true when the company offering the contract is a large and established one.
There are many reasons for seeking the advice of an attorney prior to the execution of a computer contract. Clearly, if your business depends or will depend heavily on computers, then any malfunctioning of the system will seriously affect your operations. Moreover, the acquisition of computers often entails a large outlay of capital.
Certain topics covered by the typical computer contract are crucial, and the manner in which they are handled can either save you a good deal of money, time and anxiety, or they can cost you dearly. For example, the commencement date of the contract or the time at which the system is “accepted” by you should not occur unless and until the system has been installed and is operating properly. The time period for implementing the system should be specified, as well as your recourse if the schedule is delayed. Perhaps more importantly, you should be assured that technical assistance will be provided. If you should experience a problem with the system, you do not want to rely on a company which simply offers telephone assistance that is offered on a “best efforts” basis. You want to know that you will receive assistance within a 24-hour or 48-hour period.
In summary, computer contracts are not as standard nor simplistic as they may first appear. Even a cursory review by an attorney knowledgeable about computer contracts can save the business owner a great deal of money, time and trouble.