Prawo IT

SLA

A service level agreement (SLA) is a contract between a service provider and a customer that specifies the level of service the provider is expected to provide. It specifies the services to be provided, the quality standards that must be met and the remedies or penalties that will be imposed if the service levels are not met.

In the information technology (IT) field, SLAs are often used to establish clear expectations and responsibilities between IT service providers and their customers. These agreements serve to ensure that the services offered are in line with customer needs and that everyone understands performance standards and responsibilities.

When it comes to SLAs, our IT law firm can help in a variety of ways:

Preparation of SLAs

We have the expertise and experience to create comprehensive and enforceable SLAs. We can ensure that all relevant aspects such as scope of services, performance measurements, availability guarantees, response times and dispute resolution methods are included in the contract.

Negotiating terms and conditions

We can help negotiate SLA terms with the service provider. We are well versed in legal and technical issues and can defend any client's interests on this basis. We can help you assess the risks and potential liabilities associated with the SLA and secure terms that are favorable to you, without having to arrange hundreds of meetings and discussions.

Overview of current SLAs

If the SLA has already been implemented, we can analyze it to see if there are any gaps or areas for improvement. We can assess the legality and enforceability of the agreement and make recommendations for changes or additions.

Ensuring compliance

We monitor and enforce factual compliance with SLAs. We help track performance metrics to ensure that the service provider is meeting its obligations and taking the necessary actions in the event of violations or service failures.

Dispute resolution

We will be happy to represent your interests in discussions, mediation or arbitration if there is a dispute or breach of the SLA. We will be proactive in resolving conflicts and, if necessary, take legal action to obtain appropriate remedies or compensation.

Including Dr. Paulina Czemiel in the SLA process can provide legal insight, protect rights and help ensure that the contract is fair, enforceable and in line with business objectives. They can help you understand the intricacies of technology contracts and mitigate the risks associated with service delivery and performance.

Service agreement

In the IT context, a service agreement is a formal contract between a service provider and a customer, setting out the terms of ongoing maintenance and support of IT systems, software or hardware. It defines the responsibilities of both parties, including the scope of maintenance services, response times, service level expectations, pricing, and any additional warranties, liability and termination clauses.

1. Drafting and reviewing contracts: Our specialists can draft detailed service agreements that clearly describe the rights and obligations of both parties. They can verify that all important elements of the contract are covered, such as the scope of service, performance requirements, payment terms, intellectual property rights and dispute resolution processes. They can also evaluate current contracts to find any legal flaws or gaps that need to be addressed.
2. Negotiation of terms: Our law firm will comprehensively provide assistance in negotiating the terms of a service agreement with a service provider. We will assess the risks and argue the conclusions in favor of the client's best interests. We will verify that the contract contains adequate safeguards, such as provisions for quality of service, response time, guarantees and limitations of liability.
3. We will ensure compliance with the service agreement and resolve any side issues having a legal relationship that may arise. We will assess compliance with the agreed terms and take appropriate action in the event of violations or service failures. We can represent your interests in discussions, mediation or litigation in case of conflicts or disputes.
4. Legal advice and risk management: We will provide the necessary legal advice throughout the service agreement process. We will assess the legal implications of various contract terms and help you understand your rights and obligations. We will identify and mitigate any risks associated with maintenance services, such as data security, confidentiality and compliance with applicable regulations.
5. Contract termination and renewal: We will provide professional advice and assistance in the termination or renewal of the service contract. We will conduct a full and coherent analysis at the level of termination clauses - whether they are fair and reasonable, and verify that both parties meet their obligations during the notice period. We also negotiate the terms of renewal or extension of the contract.

Implementation Agreement

Implementation agreements in the IT context are legal documents that define the terms and conditions for implementing IT projects, systems or solutions. These agreements are usually concluded between the client and the service provider or vendor. They define the roles, responsibilities and expectations of each party during the implementation phase of an IT project.

Our law firm provides services that can help in several ways when it comes to implementation agreements:

Drafting and reviewing contracts

Lawyers can develop comprehensive implementation agreements that clearly define the rights, responsibilities and deliverables of both parties involved in an IT project. They can ensure that the agreement covers important aspects such as project scope, schedules, milestones, resources, intellectual property rights, warranties and liability provisions. In addition, they can review existing contracts to identify any legal issues or gaps that need to be addressed.

Negotiating terms and conditions

Lawyers can help negotiate the terms of an implementation agreement with a service provider or vendor. They can assess the risks involved, defend the client's interests and ensure that the contract provides adequate protection. They can address issues related to project milestones, deliverables, acceptance criteria, payment terms and any additional provisions required to safeguard your interests.

Compliance and dispute resolution

Lawyers can help ensure compliance with the implementation agreement and resolve any disputes that may arise during the implementation phase. They can monitor the project's progress, assess compliance with the agreed terms and take appropriate action in case of violations or delays. In case of disagreements or disputes, lawyers can represent your interests in negotiations, mediation or litigation.

Risk management and legal advice

Lawyers with IT specialization can provide valuable legal advice and help manage risks throughout the implementation process. They can assess the legal implications of various contract terms, help you understand your rights and obligations, and ensure that the contract complies with relevant laws and regulations. They can also identify and mitigate potential risks associated with IT project implementation, such as data security, confidentiality and compliance with regulatory requirements.

Completion and post-implementation support

Lawyers can guide you through the process of terminating or ending an implementation agreement. They can help ensure that termination provisions are fair and reasonable and that both parties fulfill their obligations during the termination period. In addition, they can help negotiate post-implementation support, maintenance or warranty provisions to address any ongoing needs or issues that may arise after the project ends.

Involving the Law Office of General Counsel Dr. Paulina Czemiel in the implementation contract process allows you to benefit from her legal expertise, protect your interests and ensure that the contract is well drafted, enforceable and in line with your business objectives. We nimbly navigate the intricacies of IT project implementation, minimize risks and provide guidance on legal issues throughout the implementation process.

Work contract for the development of a computer program

Software development contracts, mobile application development contracts and IT project contracts, such as a web service contract, involve several important legal issues. Below are the key aspects and forms of assistance from our side on the issues that are important to you.

Intellectual property:

Contracts for software, mobile applications or IT projects should clearly specify who will own the copyrights and other intellectual property rights to the software created. We will review and establish appropriate provisions to protect your interests, ensuring that intellectual property rights are properly assigned.

Intellectual property in the information technology (IT) field encompasses various forms of creativity and innovation:

1. Copyright

They play an important role in protecting software and computer programs. Copyright law grants exclusive rights to creators of original works, including software code, ensuring that others cannot copy, distribute or modify their work without permission. In many countries, copyright protection is granted automatically when software is created.

2. Patents

This is another form of intellectual property protection that can apply to certain IT-related inventions, such as new algorithms, methods or technological processes. Patents provide exclusive rights to the inventor for a limited period, usually 20 years, during which others cannot use, manufacture or sell the patented invention without permission.

3. Trademarks

They are essential in the IT industry for brand protection. Companies use trademarks to distinguish their products or services from competitors in the market. Trademarks can take the form of words, logos or a combination of both. Trademark registration provides legal protection against unauthorized use or infringement.

4 Trade secrets

IT companies often rely on trade secrets to protect valuable and confidential information, such as algorithms, formulas or customer databases. Unlike patents or copyrights, trade secrets are not disclosed to the public and are protected by secrecy. The use of appropriate security measures and confidentiality agreements can help protect trade secrets.

5. Open source software

Includes licensing models that grant users the right to access, use, modify and distribute software source code. Various open source licenses, such as the GNU General Public License (GPL) or the MIT License, govern the terms of use and distribution of open source software.

6. License agreements

Intellectual property in the IT industry is often commercialized through licensing agreements. These agreements specify the terms under which intellectual property rights, such as software or technology, are granted to third parties for use or distribution. License agreements define the rights and obligations of both parties, including royalties, restrictions and terms of use.

Please note that specific IT intellectual property laws and regulations may vary from country to country. Consulting with our law firm in intellectual property and IT law can provide guidance on how best to protect and manage IT intellectual property assets, ensuring compliance with relevant legal requirements.

Scope of services and project specifications

Contracts should precisely define the scope of services to be provided and the detailed specifications of the project, including functions, technical requirements and schedule. A law firm can help prepare clear and complete provisions to avoid ambiguities and disputes over the scope of work.

Payments and deadlines

Contracts should include payment arrangements for services rendered and set payment terms. A specialized law firm can help determine adequate and fair provisions for remuneration and payment terms, minimizing the risk of misunderstandings and payment delays.

Warranties and limitations of liability

Contracts should include provisions for guarantees of the quality of the completed software and limitations of liability, including disclaimers for indirect or incidental damages. A law firm can help you determine the appropriate warranties and limitations of liability that will be adequate for your project and reduce the risk of potential disputes.

Dispute resolution provisions

Contracts should include dispute resolution clauses, such as provisions for mediation or arbitration. A specialized law firm can help draft dispute resolution provisions that will promote the effective and fair resolution of any disputes.

Regulatory compliance

All contracts should comply with applicable laws. A specialized law firm can ensure that the contract takes into account relevant regulations, such as data protection laws or consumer rights regulations, minimizing the risk of violation of the law and possible consequences.

Contracts should include dispute resolution clauses, such as provisions for mediation or arbitration. A specialized law firm can help draft dispute resolution provisions that will promote effective and fair resolution of potential disputes.

Our specialized law firm can help you as a consumer, employee or entrepreneur in many areas related to software development contracts, mobile application development contracts and IT projects.

We are pleased to review your case and offer our full range of services in the areas:

• Advise on drafting, negotiating and interpreting contracts, ensuring that the provisions are favorable and protect your interests.
• Assistance in dispute resolution, mediation or arbitration, when conflicts or disagreements arise.
• Monitor compliance with contracts and ensure compliance with applicable laws.
• Provide support in interpreting and enforcing intellectual property clauses, quality guarantees and limitations of liability.
• Help minimize legal and financial risks through adequate provisions and protective clauses.
• Working with our specialized legal staff can provide you with legal and contractual certainty and protection of your interests during IT projects and minimize the risk of disputes and legal ambiguities.

Programming services contract

When contracting for software services, there are several important aspects to consider from a legal standpoint. Here are some key points to keep in mind:

Scope of work

Clearly define the scope of the programming services to be provided. This includes defining specific tasks, deliverables, schedules and any milestones or performance indicators.

Intellectual property rights

Determine who will own the intellectual property rights to the software developed as part of the services. Make sure the agreement includes provisions for transferring or licensing the intellectual property to the client and includes any restrictions or limitations on its use.

Confidentiality and data protection

Provisions should be included to protect confidential information shared during the term of the contract, such as trade secrets or sensitive customer data. Specify the obligations of both parties to maintain confidentiality and comply with applicable data protection laws.

Performance and quality

Define expected performance standards and quality metrics for software services. Include provisions for testing, bug fixes and warranties for software functionality, reliability and security.

Liability and compensation

Allocate liability between parties and establish limits of liability for potential damages or losses arising from software services. Consider including indemnification clauses to protect against third-party claims arising from use of the software or infringement of intellectual property.

Payment terms

Clearly state the terms of payment, including the total cost, payment schedule, and any additional fees or expenses. Consider including provisions for late payment, termination for non-payment, or settlement of billing or payment disputes.

Solution and transition

Include provisions for termination of the contract, specifying the terms, termination period and consequences of termination. Reference to the transfer of any results, data or intellectual property rights upon termination or completion of services.

Dispute resolution

Determine the method of dispute resolution, such as negotiation, mediation or arbitration. Determine the proper jurisdiction and applicable law for the contract and any potential disputes that may arise.

Compliance with laws and regulations

Making sure that software services comply with all applicable laws, regulations and industry standards. This includes regulations on data protection, privacy, intellectual property and export controls.

Change management

Establish a process for handling changes in scope, schedule or results. Include provisions for requesting and approving changes, considering additional costs, and managing potential delays.

It is important to consult a lawyer experienced in software services contracts to ensure that the contract adequately addresses these legal aspects and protects your rights and interests throughout the term of the contract. A lawyer can provide guidance, draft or review the contract and ensure compliance with relevant laws and regulations. To verify any influential factors affecting your programming services, we invite you to contact our specialized consulting staff.

Contract with T&M or F&P billing

When contracting with time/material (T&M - pl. Hourly billing) or fixed price (F&P) billing in the European Union (EU) IT field, several important legal aspects come into play. Here are the most important ones:

Formulation of the contract

The contract should clearly identify the parties involved, define the nature of the services and specify the agreed pricing model (T&M or F&P). It should also include terms for contract amendments, dispute resolution and termination.

Scope of work

Clearly define the contracted scope of work, including specific tasks, deliverables and deadlines. For T&M contracts, specify hourly rates, estimated hours and expected resources. For F&P contracts, specify agreed-upon deliverables and acceptance criteria.

Payment terms

It is crucial to define payment terms for both T&M and F&P contracts. For T&M contracts, hourly rates, billing periods and any applicable expenses should be established. For F&P contracts, payment milestones should be defined based on the completion of predetermined project deliverables or milestones.

Change control

Process for managing changes to the project's scope of work or requirements. Establish clear procedures for documenting and approving changes, including impact on schedule, cost and deliverables. Both parties should agree on how changes will be priced and handled.

Intellectual property rights

Identify ownership and rights to intellectual property (IP) created or used during the project. Clearly state whether the client or service provider will have ownership or licensing rights to the IP. Reference any licensing terms, restrictions or rights of use related to the IP.

Quality assurance and acceptance

Define quality assurance measures, testing procedures and acceptance criteria for the results. Outline the process for acceptance testing, troubleshooting and final acceptance by the customer. For F&P contracts, specify the conditions under which acceptance will be considered.

Liability and limitations

Allocate liability between the parties and establish any limitations or exclusions of liability for potential damages, losses or violations. Consider including indemnification clauses to protect against third-party claims arising from the services provided.

Data protection and privacy

Ensure compliance with the General Data Protection Regulation (GDPR) and other relevant data protection laws when processing personal data. Address the obligations of both parties with respect to data privacy, security measures, data transfer and data breach notifications.

Governing law and jurisdiction

Determine the law applicable to the contract and the jurisdiction for dispute resolution. Determine whether disputes will be subject to arbitration, mediation, or litigation, and determine the appropriate forum.

Compliance with EU regulations

Ensure compliance with EU laws and regulations, including competition law, consumer protection law and any sector-specific regulations that may apply to the IT services provided.

NDA agreement

Also known as a non-disclosure agreement, it is a legal contract that establishes a confidential relationship between parties and protects sensitive information from disclosure to third parties. Here is an overview of non-disclosure agreements in the context of the IT industry, focusing on the EU and the US.

EU perspective

Data protection

In the European Union (EU), NDA agreements must comply with the General Data Protection Regulation (GDPR) when personal data is involved.The NDA agreement should specify the purpose of personal data processing, the rights and obligations of the parties, data security measures and data transfer restrictions.

Trade secrets

NDA agreements can protect trade secrets and confidential information. The EU has specific provisions for the protection of trade secrets under the Trade Secrets Directive (2016/943), which harmonizes the definition and remedies for trade secret misappropriation in member states.

Feasibility

The enforceability of NDA agreements in the EU depends on specific national laws. In some jurisdictions, courts may be cautious about enforcing overly broad or unreasonable restrictions on competition or innovation.

An American Perspective

Uniform Trade Secrets Act (UTSA)

Most U.S. states have passed the UTSA law, which provides a legal framework for protecting trade secrets. NDAs can help establish the confidentiality of trade secrets and provide remedies for misappropriation.

State laws and differences

U.S. laws regarding NDA agreements vary from state to state, with some states having specific laws governing the enforceability and scope of NDA agreements. It is important to familiarize yourself with local laws to ensure compliance and enforceability.

Protecting whistleblowers

The United States has laws protecting whistleblowers who disclose certain types of information, such as illegal activities or public safety violations. NDAs may not restrict individuals from reporting illegal activities or cooperating with law enforcement.

Feasibility

U.S. courts generally recognize and enforce NDA agreements, provided they meet certain requirements, such as consideration, reasonable restrictions and protection of legitimate business interests.

Elements common to the EU and the US

Parties and scope

NDA agreements identify the parties involved and define the scope of confidential information to be protected. This includes a clear definition of what constitutes confidential information and any exclusions.

Obligations and duration

NDAs specify the receiving party's obligations to maintain the confidentiality of information and the duration of the confidentiality obligations.

Exceptions

NDA agreements often contain exceptions where disclosure may be permitted, such as disclosures required by law, court orders, or disclosures with the consent of the disclosing party.

Remedies and dispute resolution:

NDAs may include provisions for remedies in the event of a breach, such as injunctive relief or monetary damages. They also specify the applicable law and jurisdiction for resolving disputes.

It should be noted that the information provided is a general overview, and to ensure compliance with local laws and regulations, you should contact our firm for specific legal advice, in which case a lawyer specializing in your jurisdiction (EU or US) will be assigned.

Non-compete agreement

In Poland, non-competition agreements in the context of IT services are regulated by the Polish Labor Code and other relevant laws. Below we would like to introduce you to the most important aspects to consider when drafting or entering into a non-compete agreement in the IT industry in Poland:

Written form

Non-compete agreements must be in writing to be valid and enforceable. The agreement should clearly specify the terms of the non-compete.

Duration

The duration of a non-compete must be reasonable. According to Polish law, the maximum duration of non-competition agreements in the IT industry is three years from the termination of the employment relationship or completion of a specific project.

Geographical scope

The geographic scope of the non-compete restriction should be limited to a reasonable area that is directly related to the employer's legitimate interests. It should be reasonably defined based on the employer's business activities and the competitive landscape in the IT industry.

Subject

The non-compete agreement should specify the activities or services covered by the non-compete. It should be clearly defined to avoid any ambiguity or potential disputes.

Salary

In exchange for the non-compete, the employee is entitled to receive compensation during the period of the non-compete. The amount of compensation should be reasonable and specified in the contract.

Exceptions

Polish law provides for certain exceptions to non-competition. For example, an employee may have the right to engage in competitive activities if they do not pose a threat to the legitimate interests of the employer or if the employer does not provide the agreed remuneration.

Confidentiality obligations

Non-compete agreements often contain provisions regarding the confidentiality of the employer's trade secrets, confidential information or customer databases. These provisions should be clearly defined to ensure that the employer's intellectual property and business interests are protected

Feasibility

Non-competition agreements are subject to review by Polish courts, which can assess their reasonableness and legality. If the agreement is found to be unduly restrictive or contrary to public policy, it may be partially or completely invalidated.

Penalties for violations

Non-compete agreements should specify the consequences of violating the non-compete, including any penalties or damages that may be imposed on the employee in the event of a violation.

It should be noted that non-compete agreements should be carefully drafted to ensure compliance with Polish labor laws and be tailored to the specific circumstances of the IT industry. Seeking legal advice from an experienced labor lawyer in Poland is highly recommended to ensure the enforceability of a non-compete agreement and protect the legitimate interests of the employer while respecting the rights of the employee. Our law firm will be happy to consider any of your inquiries related to the above topics.

Body leasing or outsourcing of personnel in the IT industry

If you are looking to take advantage of body leasing or personnel outsourcing services in the IT industry, our law firm can help you in several important aspects. Here are some key areas where our IT and labor lawyers can provide valuable assistance:

Contractual agreements

Assist in the review and negotiation of contractual agreements with a body leasing provider. This includes analysis of terms and conditions, rights and obligations of the parties, payment terms, intellectual property issues, confidentiality obligations, liability provisions and termination clauses.

Compliance with labor laws

Employment laws and regulations vary from country to country. After verification, we will be able to ensure that the body leasing contract complies with applicable labor laws, including issues related to employment contracts, working hours, wages, benefits, vacation entitlements, social security contributions and health and safety regulations.

Data protection and confidentiality

If outsourcing personnel will have access to sensitive data or confidential information, we offer assistance in ensuring appropriate data protection and confidentiality measures. This includes drafting or reviewing data protection agreements, non-disclosure agreements and confidentiality agreements to protect the company's sensitive information.

Intellectual property

If outsourced personnel will be involved in the creation or development of intellectual property, such as software or innovative solutions, we will endeavor to assess and clarify ownership rights and ensure that intellectual property provisions are properly addressed in contracts. This includes drafting or reviewing intellectual property assignment agreements or license agreements.

Liability and compensation

Evaluate and include liability and indemnification provisions in the contract to ensure that the company is adequately protected. This includes defining the scope of liability, limitation of liability clauses and indemnification obligations in the event of any third-party claims or damages resulting from services provided by third-party personnel.

Dispute resolution

In the event of a dispute or misunderstanding between a company and a body leasing provider, we provide guidance on appropriate dispute resolution mechanisms, such as negotiation, mediation, arbitration or litigation. We draft dispute resolution clauses and represent the client's interests in any legal proceedings, if necessary.

Termination, or amendment of the terms of the contract

We offer full involvement in drafting termination provisions, notice periods and procedures for the termination of body leases. We assist in the smooth transition of outsourced employees back to the company or to another service provider, including any employment transfer obligations or knowledge transfer requirements.

Regulatory compliance

Depending on the industry and jurisdiction, there may be specific regulations and compliance requirements applicable to the IT industry. We always analyze whether a body leasing contract complies with applicable regulations, such as data protection laws, labor laws, tax obligations and other sector regulations.

SaaS model contract

A SaaS (Software as a Service) contract is a contract between an application software provider installed on the service provider's servers (Data Center) and a user, under which the user uses the software via the Internet in exchange for an agreed fee. However, the use of this type of software sharing model raises a number of new legal issues.

A contract for providing access to software in the SaaS model is in the nature of a service contract (Article 750 of the Civil Code). It is worth noting that a key element of such a contract is the service provider's obligation to maintain a certain level of service (SLA). The role of such an agreement may also be fulfilled by the terms and conditions of use of the application or software. Provision of software in the SaaS model is provision of services by electronic means within the meaning of the Act of July 18, 2002 on provision of services by electronic means.

The upshot is that the service provider (software provider) will be obliged to provide services in accordance with the rules and regulations previously provided to the customer. In business practice, the terms and conditions will include the license, payment terms, issues related to the service provider's liability and service level agreement (SLA) regu;lations.