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IN-HOUSE TRAINING
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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
May 23-24, 2012
AMA Conference Center
Arlington, VA
$1025.00
November 1-2, 2012
Washington Dulles Airport Marriott
Dulles, VA
$1025.00
Accreditation
This Program is eligible for:
8.25 (60 minute)
9.9 (50 minute)
This Program is eligible for:
9 (CPE) hours of credit
Program Level: Basic
Program Prerequisite: None
Advance Preparation: None
Method: Group-Live
This Program is eligible for:
8 (CLP) hours of credit
Related Downloads
Registration Form for fax-in registrations (PDF)
Daily Schedule
Day 1
Schedule for all other locations: 9:00 AM - 4:00 PM
Day 2
Schedule for all other locations: 9:00 AM - 12:00 PM

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

Course Faculty

W. Jay DeVecchio Partner in the Washington, DC law offices of Jenner & Block, concentrating on Government procurement issues. Mr. DeVecchio's practice includes litigation and counseling in virtually all areas of procurement law, including Medicare, TRICARE, and FEHBP matters, as well as representation in related issues such as criminal and civil fraud, qui tam actions, and internal investigations. His principal clients are in the aerospace, health care, and service industries.

Mr. DeVecchio has written and spoken extensively. He is a guest instructor at the University of Virginia, as well as the George Washington University Law School government Contracts Program, and he lectures nationwide for Federal Publications. He conducts seminars on a wide range of subjects, including Contract Pricing, Compliance Programs, the Anti-Kickback Act, Qui Tam Litigation, Rights in Technical Data and Computer Software, Claims, and Teaming Agreements. Mr. DeVecchio also has developed and appears in a series of training videotapes, used by over one hundred companies, addressing Labor Charging, Materials Charging, and Procurement Integrity. Mr. DeVecchio holds an Undergraduate degree, cum laude, from Duke University, law degree, with distinction, from the Catholic University School of Law where he served as an Editor of the Law Review.

Accreditation
This Program is eligible for:
8.25 (60 minute)
9.9 (50 minute)
This Program is eligible for:
9 (CPE) hours of credit
Program Level: Basic
Program Prerequisite: None
Advance Preparation: None
Method: Group-Live
This Program is eligible for:
8 (CLP) hours of credit
AMA Conference Center
2345 Crystal Dr
Ste 200
Arlington, VA 22202
Washington Dulles Airport Marriott
45020 Aviation Dr
Dulles, VA 20166
Register Now for:
Licensing Software and Technology to the Federal Government
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Date Location
May 23-24, 2012 Arlington, VA
November 1-2, 2012 Dulles, VA
By Phone
Call (888) 494-3696