Negotiating Enterprise Resource Planning Software Contracts: Driving Successful Implementation, Avoiding Disasters
Key Considerations for In-House Counsel When Planning and Preparing for ERP Installations

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Corporate Law
- event Date
Tuesday, November 28, 2023
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will guide in-house and corporate counsel in evaluating, negotiating, and structuring enterprise resource planning (ERP) software installation and service agreements. The panel will review current issues and trends in ERP installations and agreements, legal issues that arise with these arrangements, and strategies to avoid common pitfalls.
Faculty

Mr. Harris has significant experience drafting and negotiating Enterprise Software related license, implementation and SaaS agreements, as well as litigating failed software implementations. Prior to entering private practice, he was senior corporate counsel in charge of intellectual property in the Legal/Contracts Department of SAP America and at SSA Global Technologies (now Infor), where he developed and managed an extensive international trademark and patent portfolio, managed intellectual property litigation, conducted intellectual property due diligence and reviewed advertising material to verify compliance with legal requirements.

Mr. Muchmore’s software licensing microspecialty is informed by years of on-the-ground experience bucking the rising trend of software vendors weaponizing software audits and licensing disputes for revenue generation campaigns at the expense of licensee customers. He has represented scores of licensees of all types and sizes in their disputes with major software vendors. Mr. Muchmore has leveraged his years of managing recurring software disputes to create a unique value proposition that delivers the law firm’s software licensing microspecialty directly to clients. By creating a nimble law firm designed to offer counseling on a multitude of different scales, clients receive – and pay for – no more than the precise services they need.

For more than 25 years, Mr. Dodson has structured and negotiated arrangements for the provision (or procurement) and implementation of software, systems or IT-enabled services across the enterprise, guiding clients through a wide variety of transactions including: outsourcing transactions of all varieties; enterprise software implementation projects (ERP, CRM, banking/insurance/wealth management platforms, etc.); cloud services arrangements (Software as a Service, Infrastructure as a Service, Platform as a Service, etc.); and payment card, mobile wallet and other payment arrangements from all sides (issuer, acquirer, merchant, processor) and other FinTech transactions. Mr. Dodson has handled these transactions around the globe across a broad swath of industries, notably banking, insurance, wealth management and other financial services, hospitality, retail, consumer products, airline, software and data analytics. His deep experience encompasses working both sides of the table, on behalf of or opposite technology providers.
Description
ERP software is the integrated management of core business processes--the virtual artificial intelligence that organizations use to collect, store, manage, and interpret data from a multitude of business activities. At a certain point in time, organizations will be confronted with a need to replace or upgrade their ERP systems or switch to the cloud and will be required to engage in commercial and contractual discussions with (large) ERP software vendors.
Due to the complexity and lifespan of most ERP systems, it is not uncommon for initial installations or upgrades to fail. In fact, there have been several notable cases where companies that engaged in an ERP installation or upgrade have lost millions of dollars in lost sales and significant stock price drops.
ERP implementation and software licensing contracts are complex, and the vendors inevitably use standard terms and conditions that apply uniformly to all customers. Thus, negotiating deviations from these standard terms and conditions is not always easy. However, given the importance of ERP software to a company's day-to-day operations and the high value of such contracts, deviations are sometimes required for customers that require terms that are appropriate for their business.
Listen as our authoritative panel reviews best practices for negotiating and structuring ERP software agreements. The panel will discuss key considerations for general counsel to keep in mind as they review these contracts to avoid common pitfalls and costly mistakes.
Outline
- Overview of ERP implementation projects
- What makes an ERP project different from other software implementation projects?
- Reasons that ERP projects often fail
- Notable cases where an ERP installation failed and lessons learned
- Contract principles to promote the success of an ERP implementation
- Avoiding common contractual pitfalls
- Protecting management in case the contract needs to be enforced down the line
- Other considerations and key takeaways
Benefits
The panel will review these and other key issues:
- What makes ERP projects different from other software implementation projects?
- Why do ERP implementation projects often fail?
- What are the deal structure alternatives?
- How can the contract process promote success?
Unlimited access to premium CLE courses:
- Annual access
- Available live and on-demand
- Best for attorneys and legal professionals
Unlimited access to premium CPE courses.:
- Annual access
- Available live and on-demand
- Best for CPAs and tax professionals
Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
- Annual access
- Available live and on-demand
- Best for legal, accounting, and tax professionals