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In-House

The regulations and contract clauses pertaining to the Government's rights when obtaining licenses to computer software programs and documentation are complex and highly unique, differing greatly from commercial transactions. Moreover, they have recently changed significantly. The software licensing landscape had altered greatly from a three-year rewrite by the Department of Defense, and from acquisition streamlining legislation. The result was an entirely new Part 227, Rights In Technical Data and Computer Software, of the Department of Defense Federal Acquisition Regulation Supplement (the DFARS).

These new licensing regulations contain, for the first time, clauses dedicated exclusively to computer software documentation. And, they substantially revise the basis on which a contractor can assert proprietary interests when licensing software products to the Government. These changes join the wide range of regulations, rights and responsibilities already in existence on the licensing of commercial and specially contracted-for software. In short, this is a complex, dynamic subject - one which software providers must know about, understand and be able to effectively manage at every step.

This special course provides clear, authoritative analysis and instruction on software licensing, offering answers to vital questions and issues, including:

  • How can software providers and contractors maximize their rights and product protections?
  • What types of licensing rights are available? How should they be written?
  • What software and documentation do the new regulations require to be delivered with a license for unlimited rights?
  • What danger/warning signals should you be looking for in solicitations?
  • How do the new regulations define software "developed at private expense"?
  • How is the licensing software treated when it is developed with indirect costs?
  • How can proprietary source codes be protected?
  • How can software developers protect proprietary applications to which the standard contract language would give the Government unlimited rights?
Dates and Locations
September 18-19, 2017
ABI - American Bankruptcy Institute
Alexandria, VA
$1275
REGISTER
DAILY SCHEDULE
Day 1
8:00 AM - 3:00 PM
La Jolla, CA or Hilton Head, SC
9:00 AM - 4:00 PM
Schedule for all other locations
 
Day 2
8:00 AM - 12:00 PM
La Jolla, CA or Hilton Head, SC
9:00 AM - 12:00 PM
Schedule for all other locations

The Course Curriculum

  1. When the Government Buys/Licenses Intellectual Property: The Foundations
    1. The Basics Clauses
    2. Military and Civilian Rules
    3. Frequently Changing Rules
    4. Rights in Paper and Code-Not Technology
    5. Licenses, Not Ownership
    6. Development as a Key Concept
    7. The Source of Funding
    8. Government Enforcement
    9. Administrative Burdens
    10. Resolving Disputes
  2. Technical Data and Computer Software Defined
    1. What Is Technical Data? What Is Not?
    2. Computer Software
    3. Commercial vs. Noncommercial
      1. 1988 regulations
      2. 1995 regulations
      3. Data rights clause
      4. Commercial item purchases
  3. Unlimited Rights in Technical Data and Software
    1. "Unlimited Rights" Defined
    2. Technical Data & Unlimited Rights
      1. Items developed with Government funds
      2. 1988 and 1995 regulations
      3. Data created with Government funds
      4. Experimental, research data
      5. Changes to Government-furnished data
      6. "Form, fit & function data
      7. Manuals
      8. Publicly available & non-secret data
      9. Other categories
      10. Expired-rights data
      11. Commercial technical data
    3. Computer Software & Unlimited Rights
      1. "Required to be originated" or "generated as a necessary part"
      2. Adoption of unlimited-rights categories of technical data
      3. Corrections to Government furnished software & public software
      4. Software resulting from experimental research
      5. Databases
    4. Rights In Non-Deliverables
  4. Limited Rights in Technical Data
    1. "Limited Rights" Defined
    2. Technical Data and Limited Rights
      1. "Item, component or process"
      2. "Developed"
      3. "At private expense"
    3. Confidentiality & Marking
    4. Commercial Technical Data
  5. Restricted Rights in Computer Software
    1. 1988 and 1995 Regulations
    2. FASA Revisions
    3. Software & Restricted Rights
    4. Noncommercial Software & Restricted Rights
    5. Commercial Software & Restricted Rights
    6. Marking Requirements
  6. Government Purpose and Nonstandard Rights
    1. Government Purpose License Rights
    2. Nonstandard License Rights
  7. Licensing Considerations and Issues
    1. Litigation
    2. Licensing "Government Purpose" Rights
      1. Modified Government purpose licenses
      2. Promising technical assistance
      3. Payment
      4. Delivery of data packages and qualification of vendors
      5. Term of license
      6. Postponement of disputes
      7. Protection and security of data
      8. Warranties and indemnification
      9. Special considerations
    3. Licensing Commercial Software
      1. Problems with current licenses
      2. Five regulatory schemes
      3. What rights does the Government take?
      4. How to mark commercial software
    4. When Is Software Commercial?
      1. "Offered for license" test
      2. "Source of funding" test
      3. Two tests combined
      4. Modified commercial software
      5. Modified from a Government version
    5. Writing The Standard License
      1. Addressing Federal purchases
      2. Calling the software commercial
      3. Including language from previous DFARS
      4. Specifying other useful terms
      5. A suggested license
      6. Variants
  8. Protecting Rights in Technical Data and Software When Involved in Licensing
    1. Contractors' Essential Duties & Strategies
      1. Develop at private expense
      2. Keep evidence
      3. Avoid developing items directly in performance
      4. Refine the scope of "Government purposes"
      5. Provide written notice prior to award
      6. Give notice during performance
      7. Reach agreements
      8. Mark data and software
      9. Protect proprietary information
      10. Taking advantage of every commercial product possibility
    2. Reviewing Past Deliverables
      1. Why audit them?
      2. How to accomplish an audit
    3. Protecting Future Deliverables
      1. Practices
      2. Records
    4. Spotting Danger Signals In Solicitations
      1. Reviewing the descriptions of what is to be delivered
      2. Analysis of boilerplate wording
      3. Estimate of what will have to be developed
      4. Considering calls for help
      5. Reviewing the recurring duties
  9. Remedies for Licensing Problems
    1. The Government's Administrative Remedies
      1. Withholding payments and terminating
      2. Statutory requirements for resolving disputes
    2. Validation Procedures
      1. Duration of right to challenge
      2. Request for information
      3. Challenge
      4. Final decision
      5. Appeal or suit
    3. Developers' Remedies for Threatened Disclosure-Injunctive Relief
      1. Form of remedy
      2. Purpose of action
      3. District Court actions in non-Scanwell suits
      4. Court of Federal Claims
    4. Remedies In Bid Protest Cases
      1. The Scanwell suit in the District Courts
      2. Bid protest suits in US Court of Federal Claims
      3. Bid protests in the GAO
    5. Software Developers' Remedies For Release
      1. Damages in Court of Federal Claims for breach of contract
      2. Equitable adjustments in the Boards of Contract Appeal
W. Jay DeVecchio
W. Jay DeVecchio is a litigator and Co-Chair of Morrison & Foerster’s Government Contracts and Public Procurement practice. Clients from the aerospace, technology, and health care sectors seek his representation in all facets of government procurement law, from bid protests to complex claims and disputes through suspension and debarment. He also represents clients in related issues such as criminal and civil fraud, qui  tam actions, and internal investigations.
Education:
Duke University 
(B.A., 1974, cum laude) 
The Catholic University School of Law 
(J.D., 1978) 
MEET YOUR CONTINUING EDUCATION CREDIT REQUIREMENTS
SEE INDIVIDUAL COURSES FOR AVAILABLE CREDITS
Certificates of Completion are provided to all seminar participants who attend Federal Publications Seminars courses following the event, upon request.
NCMA: CONTRACT MANAGER CERTIFICATION
All Federal Publications Seminars courses meet the course requirements of the National Contract Management Association’s certification programs. We are a proud Education Partner of the NCMA.
CPE: CONTINUING PROFESSIONAL EDUCATION
Federal Publications Seminars is part of West Professional Development, which is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have the final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.learningmarket.org.
CPE HOURS
This Program is eligible for: 9.5 (CPE) hours of credit
Program Level: Basic
Program Prerequisite: None
Advance Preparation: None
Method: Group-Live
CLP: CONTINUOUS LEARNING POINTS
APPROVED FOR CLP BY
DEFENSE ACQUISITION UNIVERSITY
Defense Acquisition Workforce members must acquire 80 Continuous Learning Points (CLP) every two years from the date of entry into the acquisition workforce for as long as the member remains in an acquisition position per DoD Instruction 5000.66. We will provide you with documentation of points awarded for completing the event.
CLP HOURS
This Program is eligible for: 8.0 (CLP) hours of credit
CLE: CONTINUING LEGAL EDUCATION
States have widely varying regulations regarding MCLE credit. LegalEdcenter is an approved provider in AL, AK, AR, CA, GA, IL, ME, MO, MS, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, PA, RI, SC, TN, TX, UT, VA, VI, VT, WA, WI, and WV. Credit may be applied for in other jurisdictions on request and in accordance with state MCLE rules.
** Please note that because some states are changing their policy on CLE reporting, you will need to fill out the request for credit from Federal Publications Seminars within 10 business days, or we may not be able to issue credits for the program.
CLE HOURS
This Program is eligible for: 8.25 (60 minutes), 9.5 (50 minutes)
ABI - American Bankruptcy Institute
66 Canal Plaza Drive
Suite 600
Alexandria, VA 22314
7037390800
TRAVEL INFORMATION

METRO / SHUTTLE SERVICE

Metro Rail Stop – Blue & Yellow Lines – Braddock Road
The ABI runs a shuttle bus and will take you to the building. Shuttle buses are labeled Chariots for Hire and pick up right at the metro station.   

The ABI will provide two snack breaks, both with coffee and beverages.  Breakfast and lunch are on your own.

There is not a room block for this location.  Suggested nearby hotels are:

Crowne Plaza Old Town Alexandria  (closest hotel to venue)
901 N Fairfax St, Alexandria, VA 22314  (703) 683-6000

Hotel Monaco Alexandria, A Kimpton Hotel
480 King St, Alexandria, VA 22314  (703) 549-6080 

Sheraton Suites Old Town Alexandria
801 N St Asaph St, Alexandria, VA 22314  (703) 836-4700 

Best Western Old Colony Inn
1101 N Washington St, Alexandria, VA 22314  (703) 739-2222

Embassy Suites Alexandria - Old Town
1900 Diagonal Rd, Alexandria, VA 22314  (703) 684-5900       

100
Basic or fundamental subject matter is covered. Courses are geared to general knowledge or can be taken as a refresher.
200
Specific topics or issues within a topic area are covered. Students should be familiar with terms of art and general concepts concerning the course topic.
300
Workshops and class discussions cover specific subject matter in-depth, and participation is strongly encouraged. Attendees should have at least 2-3 years' experience in the area of study.
400
Courses build upon students' knowledge and experience, and cover complex issues within the subject matter. Should have 4-5 years' mastery of subject for in-depth analysis.
500
Masters-level programs designed for professionals with 5+ years' experience. Courses cover in-depth and technical analysis on specific subjects and updates on current issues.
Register Now for:
Licensing Software and Technology to the Federal Government
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Date Location
September 18-19, 2017 Alexandria, VA
REGISTER
By Phone
Call (888) 494-3696