1. Types of IT Contracts
   1. Products: Systems/components/software
   2. Services: operations/maintenance/software development/support
   3. Mixed: turnkey
2. Defining What to Buy
   1. Identifying and analyzing needs
   2. Commercial versus noncommercial items
   3. Describing requirements
   4. Types of specifications
      • Functional
      • Performance and service level
      • Design or process
   5. Accessibility (Section 508)
3. Pricing Considerations
   1. Choosing a pricing arrangement
   2. Performance-based pricing
   3. Risk assessment and allocation
   4. Unbalanced pricing
4. Contract Vehicles
   1. Commercial; outsourcing, SLAs, leasing, requirements contracts
   2. Government: competitive and noncompetitive contracts/GSA Schedule contracts/simplified acquisition/ GWACs & TDOs
5. Competing the Contract
   1. Harnessing competition to get a good deal
   2. Market research
   3. Inviting and evaluating proposals
   4. Communications with vendors
   5. Evaluation systems
   6. Procurement and corporate compliance
6. "Do we have a deal?"
   1. Reaching clear agreement
   2. Debriefings and protests

   MANAGING THE RELATIONSHIP TO PRODUCE RESULTS

7. Setting Up the Framework
   1. Government model: CO, CORs and COTRs, ancillary personnel
   2. Commercial model: users, purchasing department, legal, other players
   3. Structuring communications
8. Getting Contracted-For Performance
   1. Inspection and acceptance
   2. Administering performance-based contracts
   3. Dealing with performance problems
   4. Evaluating past performance
9. Coping with Change: Contract Modifications
   1. Why the contract matters
   2. Government: change orders, other modifications, scope issues
   3. Commercial: relationship contracting
   4. How to keep track of modifications
10. Special Issues in Product Contracts
    1. Pre-acceptance testing
    2. Licensing to the Government
    3. Warranties
11. Special Issues in Service Contracts
    1. Software development models
    2. Intellectual property
    3. Service levels and remedies
    4. Successor contracts
    5. Service Contract Act
12. Dealing with Disagreement: Claims and Disputes
    1. Commercial model: negotiation/ arbitration/ litigation
    2. Government model: Contract Disputes Act; claims and appeals
    3. Alternative Dispute Resolution

Course Faculty

Joseph J. Petrillo  has spent over 30 years in Government contract law. Much of that time, he has advised IT companies, including systems integrators, hardware manufacturers, software companies, both packaged and custom, support service contractors and telecommunications companies. He has represented clients in all legal aspects of dealing with the Government, including preaward litigation and protests, claims, appeals, and disputes, compliance with regulatory requirements, small business program representation, and debarment and suspension proceedings.

Mr. Petrillo is a past Chairman of both the Government Contracts Section of the Federal Bar Association and its Government Contracts Committee, as well as a past Vice Chairman of the Information Systems Committee of the ABA's Public Contracts Section. A frequent instructor, he regularly lectures for various groups, including Federal Publications, the American and Federal Bar Associations, the George Washington University government contracts program, the Conference of Federal Data Center Directors, and the National Contract Management Association.

A member of the Advisory Board for the Federal Contracts Report, published by the Bureau of National Affairs, Mr. Petrillo also writes a column on "Federal Contract Law" for Government Computer News.

Mr. Petrillo received his undergraduate degree from the Georgetown University School of Foreign Service, and his law degree from the Georgetown University Law Center, where he served as an Editor of the Georgetown Law Journal.

Karen D. Powell  is an attorney specializing in Government contracts. Prior to entering private practice, Ms. Powell worked in the general counsel's office of a major New England defense contractor and with the Federal Election Commission. Ms Powell also served on the private staff of a United States Senator as a legislative assistant for foreign policy matters.

Ms. Powell has counseled clients regarding a wide variety of federal procurement matters ranging from ship overhauls to medical research projects to computer leases. In addition, she has an extensive background in drafting and negotiating agreements for her clients in the health case and high technology sectors. Ms. Powell has represented clients in numerous Proceedings before the General Accounting Office, the Board of Contract Appeals, and the Court of Federal Claims. Ms. Powell also practices in the international trade area including export licensing and customs matters. In addition, she advises clients regarding export compliance issues raised by past and proposed transactions.

Ms. Powell has published articles in various trade publications including Contract Management, The Washington Business Journal and Government Computer news. She is active in the American Bar Association's public Contract Law Section and has chaired the ABA Dispute Resolution Section's Committee on Government Procurement since 1998.

Ms. Powell graduated with Honors from the University of California at Santa Cruz. She attended the Fletcher School of Law and Diplomacy. Ms. Powell received her law degree from Boston College.