Drafting Commercial Contracts for the Telecoms Sector

Date	4-6 Oct 2010
Venue	Grange White Hall Hotel · Please contact us for help with booking accommodation
Price	EUR 1849.00 / GBP 1499.00 (+VAT @ 17.50)% Members of our Training Partnership scheme pay EUR 925.00 / GBP 749.00 (+VAT @ 17.50%)
Get	Course brochure [378kb]
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Course overview

The telecoms industry is a highly regulated and technical sector. Understanding the challenges of negotiating and drafting watertight contracts, on an international level is complex, to say the very least. These contracts can be difficult for even the most well equipped in-house lawyer and more often it is not the lawyers in the driving seat.

It is essential that both commercial executives and legal counsel possess the knowledge to ensure that agreements are both within the laws and regulations and protect the commercial interests of the organisation. This 3-day programme looks at the key skills needed from both the legal and commercial viewpoints and how they can be integrated.

The key objectives of this seminar

By attending this seminar, you will:
1 Familiarise yourself with the regulatory framework and other developments
2 Explore the key terms of access and interconnection agreements
3 Find out about the contractual elements of building networks
4 Examine the legal framework for outsourcing communications and facilities management
5 Analyse the rights you need to license to exploit content on mobiles
6 Get-to-grips with consumer contracts and best practice
7 Get up-to-date with competition laws and understand the effect they have on your agreements
8 Grasp the impact of convergence
9 Hear about the legal issues surrounding managed service contracts
10 Access key tools and techniques to deal with disputes in telecoms contracts
11 Understand what it means to be an effective negotiator in telecoms
12 Learn the skills of an advanced negotiator and develop the tools needed for negotiation preparation

Who should attend?

• Commercial and contract managers
• Business development managers
• Purchasing and procurement managers
• In-house counsel
• Heads of legal departments
• Legal advisors
• Licensing counsel
• Legal advisors
• Patent, IP, trademarks or licensing counsel

Programme - Day 1

MODULE 1 – Contract negotiation skills

The rise and rise of the negotiator
Nothing exemplifies the modern telecoms company or contractor as much as the growth of joint ventures, subcontracting and licensing. All of these require the executive to be able to negotiate and, often, to be able to lead others through the negotiation process.

• The increase in negotiated relationships
• Technical AND commercial skills
• Recognising a negotiation
• Great role models

Negotiate and succeed
Working in teams, delegates are asked to resolve a multi-variable, multi-party business problem. The output of the exercise will form the backdrop for the following sessions on structure and influencing.

Structure for control
The research tells us that negotiation success is not related to any single aspect of the complex interactions that take place in any negotiation. However, above all else the party that negotiates best gets the best result. The keys to negotiating well are controlling the negotiation and managing the process.

• Control for success: Key planning checklist to negotiate well
• Structure for success: Creating the space to agree
• Trading for success: Understanding relative values

Personal style and negotiation
This session helps us hold a mirror up so that participants can reflect on their own style. We look at why other styles irritate us – and how we negotiate with those people we find difficult to deal with.

• Our lead style (and our fall back style)
• The A to E of negotiating styles
• Personal strengths and weaknesses

Moving into engagement
Working in teams, delegates are asked to use their knowledge of their own style and those of others in their teams to agree strategies and tips for dealing with other styles and getting the most our of the negotiation.

Influencing and persuasion
It can be argued that the more we can influence someone to our position and the greater agreement we can build, the less we have to give away in our negotiations. This session looks at how people are persuaded and how the expert negotiator can use this knowledge to their benefit.

• Persuasion psychology
• The range of levers available
• Focusing your persuasion

Programme - Day 2

MODULE 2 – Drafting and understanding agreements for the telecoms industry

Introduction

The ‘New Regulatory Framework’ and UK developments

• Rights to supply networks, services and equipment
• General obligations and specific requirements
• Complaints and complaining
• Issues of enforcement

Content agreements in the mobile sector

• What rights do you need to license to exploit content on mobile?
• How do you define the technology?
• What are likely to be the contentious issues in negotiations?
• What are the new content models (e.g. apps and feeds) and what legal issues do they raise?
• What law, regulations and codes of practice apply to content when it is exploited on mobile?

Building networks: Code powers, wayleaves and infrastructure sharing

• Obtaining and enforcing code pow
• Issues of land law
• Obligations to facility share
• Negotiating LLU

Outsourcing and facilities management in the communications field

• Defining the scope of services
• Penalties and incentives – encouraging the supplier to do better
• Resolving agreements to agree in the context of change control, technology refresh and other difficult areas
• Limiting liability – can consequential loss always be excluded?
• Mandatory injunctions – if a supplier refuses to perform, can the customer obtain an injunction compelling observance of the contract

Access and interconnection agreements

• Why are access and interconnection important?
• The regulatory regime – key issues in today’s markets
• How will the markets develop?

Consumer contracts and best practice

• Consumer contracts: an overview of the basics
• Telecoms services: some specifics
• There are consumer terms and consumer terms – just what is best practice?
• Beyond terms and conditions – selling to consumers
• Regulatory reform, reforming consumer protection: just too much law?

Programme - Day 3

Introduction

Structuring telecom transactions to comply with privacy rules

• The EU telecoms reform
• Fundamental rights and freedoms of citizens
• Protection against data breaches
• The EU Directive on Privacy and Electronic Communication

Inherent tension between patent protection and competition law

• Background to protection afforded to patents
• Historical justification for IPR protection
• Anti-competitive effects of IPR protection
• Are patent trolls gaming the protection system?
• Time for an overhaul of the protection system?

The impact of convergence

• Definition of services supplied – how to define the relevant services?
• SLAs, performance, penalty issues – best efforts; time to start solving v time for resolving
• Multiple service providers – liability issues
• Scope of non-competes

Licensing essential patents in the telecoms industry

• ETSI and other standardisation bodies IPR policies: An overview of the key principles
• FRAND rules
• Licensing obligations
• Determining royalties

Managed services contracts

• What is managed service?
• Customers and the RFQ stage
• The challenge of the SLA
• Using a ‘balanced scorecard’ to monitor performance
• Ensuring flexibility in the contract
  • Change management
  • Price flexibility
  • Technology upgrades
• Determining an exit strategy
• Termination rights
• Redundancy
• Liability

Dealing with disputes in telecoms contracts

• Drafting arbitration clauses
• Drafting ADR clauses
• Arbitration v mediation
• Other methods of dispute resolution for disputes in telecoms agreements

The expert faculty

CYRILLE AMAR is a partner in Lavoix Avocats in Paris. He is a member of the Paris Bar. He spent nine years working as an in-house lawyer in the Philips group of companies (including as general counsel of the Philips group mobile telephony division). After a few years as a Partner in the US firm Oppenheimer Wolff & Donelly LLP, in 2003 Cyrille founded IP boutique Binn & Associates with his partner, Serge Binn. The firm became Lavoix Avocats in 2008.

MARK TAYLOR is a partner in Hogan Lovells’ Intellectual Property, Media and Technology Group in London with particular expertise in outsourcing and technology matters, and on all aspects of the development, exploitation and implementation of IT and novel technologies. Prior to becoming a lawyer, Mark worked for IBM writing and developing image processing software and “intelligent” call centre processing software. Mark is Chair of the London group of the Society for Computers and Law.

ROB BRATBY is a partner in the Media, Communications and Technology Group of Olswang in London. Rob specialises in advising on corporate, commercial and telecoms regulatory matters and in particular complex matters requiring the co-ordination of all three areas of law including advising on mergers, acquisitions, disposals, investments and joint ventures. Rob’s commercial practice spans IT and BPO outsourcing transactions, procurement, interconnection, roaming, broadcast and transmission arrangements, policy development, compliance, complaints and disputes before regulators.

MIKE CONRADI is Commercial Technology Partner at Kemp Little LLP in London. He is the author of the Telecommunications chapter in the first edition of PLC’s _E Commercial Practice
Manual_, and the co-author of their practice note on audio-visual media services. He has also written many other articles on topics including submarine cables, telecoms regulation, click fraud, VoIP, data protection and IT service agreements. Mike joined Kemp Little in August 2006 having previously been head of the technology practice at Stephenson Harwood. Prior to this he worked for Baker & McKenzie both in London and Sydney.

JON FELL is a commercial IT and telecommunications partner at Pinsent Masons LLP where he heads up the firm’s Telecoms team. Jon is one of the founders of OUT-LAW. He has written and lectured extensively on all aspects of internet, IT and telecoms law and regulation. Jon is a member of the External Advisory Panel for the School of Computer Science & Information Services of Birkbeck University of London and of the Supervisory Board of the Computer Learning Research Centre Royal Holloway University of London. Jon is a trustee of the Codesandciphers Heritage Trust, which runs the National Museum of Computing at Bletchley Park.

STEVE HOLMES is a partner in the IT/Com department at Baker & McKenzie in London. Recommended as an ‘up and coming lawyer’ in Chambers and Partners, Steve has extensive experience in advising companies operating using mobile and online platforms. He advises clients in this sector on a broad range of issues, including content procurement, e-commerce, broadcast, regulatory, intellectual property and technology advice. Steve advises a broad range of clients, which include rights holders, companies looking to exploit content or provide services on-line and those providing the infrastructure to enable the delivery of digital content.

GRAHAM KING is a solicitor and Senior Corporate Counsel at Liberty Global Europe BV. He heads up Liberty’s commercial contracts legal team and is responsible for a broad range of strategic company and commercial agreements including those relating to IT, procurement, marketing and sales.

ROB MAGUIRE runs his own consultancy and his experience spans the full range of issues from developing an appropriate contract strategy and building a performance dashboard to
negotiation and conflict resolution to deal with the inevitable management issues that arise in any long-term relationship. Through his consulting, coaching and mentoring and skills development interactions, he helps major organisations transform their approach to their commercial relationships.

PAUL OXNARD is a partner at Hammonds LLP and is the Head of the Commercial and Dispute Resolution practice and the Head of Hammonds’ International Arbitration group. Paul has significant experience of dealing with high value commercial litigation, and international and domestic arbitration matters. He has also been instrumental in developing Hammonds’ market-leading Alternative Dispute Resolution practice. Paul has particular experience in relation to white collar fraud, injunctive work and disputes in the telecoms sector.

PROFESSOR IAN WALDEN is Head of the Institute of Computer and Communications Law and Associate Director of the Centre for Commercial Law Studies, Queen Mary, University of London. Ian has been involved in law reform projects for the World Bank, the European Commission, UNCTAD and the European Bank of Reconstruction and Development, as well as for a number of individual states. In1995-96, Ian was seconded to the European Commission, as a National Expert in electronic commerce law, and he is a member of the Legal Advisory Board to the Information Society Directorate-General of the European Commission.

RHYS WILLIAMS is a partner within the Communications Group of Bird & Bird in London. He focuses on providing commercial advice to clients ranging from entrepreneurial start-ups to major multi-national corporations, fixed line and wireless network operators, service providers and resellers. He has particular experience in regulation and data protection and privacy.

Past delegates’ comments

Some of the comments received by participants on this course:

“This course was just what a lawyer (in-house) needs to attend in order to have a general overview about contracting techniques in the telecom sector”

Jean Helou, Faldete Telecommunications SAL

“The course was useful for me personally. Content, presentation and speakers are very professional”

Natalia Kochneva, Nokia SIEMENS Networks

“Good content, amazing presentations, professional speakers”

Alexander Gotsulenko, KYIVSTAR GSM

“Great course! You”

Heikki Raappana, TDC Oy

“Excellent content and speakers overall. I liked the academic as well as the practical aspects. This will definitely assist me for the future”

Brian Myrie, KeyTech Ltd

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Client portfolio

Our client portfolio for this course includes the following companies:

ADVA Optical Networking	Go Plc	SKYPE
Antenna TV SA	Hugh James Solicitors	SRI LANKA TELECOM LTD
Ashurst LLP	Inmarsat	Sotelma (Mali Telecoms Company)
Atlantique Telecom	KYIVSTAR GSM	Squire Sanders
Bakcell LLC	LCDC sa	Steptoe & Johnson
Baker & McKenzie LLP	Lovells LLP	Suburban West Africa
Belgacom International Carrier Services	MCel	TDC Oy
Bird & Bird	Mauritius Telecom	TURKCELL
Buongiorno (UK) Ltd	Microsoft	Tele2 AB
COMIUM SL LTD	Moldcell	Telecommunications Regulatory Authority
COMMISSION FOR COMMUNICATIONS REGULATION	Motorola	Telecommunications Services of Trinidad & Tobago Ltd
Cameroon Telecommunications	Next Generation Network Solutions WLL	Telekom Srbija AD
Communication & IT Commission (CITC)	Nokia SIEMENS Networks	Telenor ASA
Deutsche Bank AG London	Now Training Ltd	The Cyprus Telecommunications Authority
Dickinson Dees LLP	O2 COMMUNICATIONS	Utility Partnership Ltd
Emblaze Mobile Ltd	Olswang	Vanco
Entreprise Des Postes Et Telecommunications Luxembourg	SCALADO AB	Vodafone Panaphone

Continuing professional development

Solicitors Regulation Authority

This course is accredited for 18.00 CPD hours (CPD reference CSC/FALI).

General Council of the Bar

This course is accredited for 18.00 CPD hours.