Clarkslegal LLP - Solicitors in Reading and London


Complex Contracts

Details of our commercial services are set out on the Commercial page of this website. Some of the commercial work that we do is relatively straightforward, and we are always happy to assist. However some agreements, or suites of agreements can be complex, high value, of strategic importance or a combination of all of these. Our specialist commercial lawyers can support these complex transactions helping you address the legal and commercial risks whilst at the same time supporting the business’ objectives and allowing you to close out these transactions within you desired time frames.

To give you an idea of the support that we can provide on these types of contracts and transactions we have set out below some recent examples of our work.

> Software Development and Licence Agreement

A client wished to acquire licences to use software that it believed would assist it in streamlining its operations and give it a competitive edge. The contract was to cover configuration and implementation work as well as the supply of the software.

As with many pieces of software, the intellectual property rights were owned by an American company with the configuration and implementation services being provided from a different part of the supplier organisation – in this case based in Europe. The client needed to enter into two agreements, one for the licence and one for the professional services (to implement and configure the software and provide ongoing maintenance and support).

Correct implementation of the software was key to the client taking the licences and it was important to ensure a strong link between the two agreements (including significant consequences for the supplier if the professional services were not delivered to the required standard). The contractual documents had to ensure that the risks in each of the agreements were properly addressed and that the implications of breach in one agreement did not result in significant difficulties for the client and its obligations under the other agreement.

There was also a parent company guarantee in the client’s favour and escrow arrangements that needed to be implemented to protect the client’s position and allow access to the software should the supplier become insolvent. All of these agreements had to be negotiated and agreed within a tight timeline in order to achieve service commencement at the desired point.

> Electronic Risk Management System

A client wanted to acquire software, as a service, to provide it with an electronic risk management system. The risk management system was to be provided by the supplier on its servers. The services were of strategic importance to the client providing the mechanisms to undertake and record risk assessments and mange any challenges.

Configuration work was required to implement the service to meet the client’s needs. We worked with the client to ensure that the implementation plan and the acceptance process for those services was drafted with the right balance of risk in the client’s favour. We worked with the client to implement contractual obligations covering protection, retention, backup and recovery of the client’s data. We also included obligations on the Supplier in relation to data protection and security, bearing in mind the sensitive nature of the information being placed on the system.

> Provision of Manned Ambulances

A client (who provides medical services to its customers) asked us to draft a subcontract for some of the services it provides to its customer. The lengthy and complicated nature of the contract between the customer and our client required a detailed consideration of the flow down of obligations from the contract with the customer to the contract with the subcontractor.

We gave the client a realistic and objective assessment of any potential risks that it might not be flowed down and which might sit with the client. We worked with the client in ensuring that the risk position was such that it was not left with inappropriate levels of risk whilst at the same time it did not attempt to pass on to the subcontractor risks that it could not mitigate, thus ensuring that the subcontract could be entered into effectively and the services provided.

> Software Development Services

A client wanted to enter into a contract with a software development company. The client has developed the high level aims and objectives of the piece of software that it wants. The client and the supplier agreed that the software would be developed on the basis of a scrum process with a number of sprints, with each stage of the sprint process (planning, execution, review and retrospective) feeding into each stage of the process.

The agreement was drafted and tailored to reflect the contribution of both parties and reflected the collaborative nature of the scrum process and the aims and objectives of the client.

> General

Clients also ask us to assist regularly on agreements which involve off the shelf on premises IT products, off the shelf software as a service products and hybrids of each, each of which involves configuration at implementation work and each of which has to ensure an appropriate balance of risk between our client and the supplier.