Crash course in IT contracts

Legal basis and current developments

• Civil law principles (German Civil Code, German Commercial Code, Copyright Act, Terms and conditions).
• Impact of new EU regulations: AI Act, Data Act, Data Governance Act, NIS 2 Directive.
• National adaptations and current case law on IT and software contracts.
• The importance of compliance, liability, and governance in digital projects.

Types of contracts and legal classification

• Distinction: contract for work and services, contract for services, hybrid forms (Sections 611 et seq., 631 et seq. BGB).
• Typical use cases: Waterfall methodology vs. agile project models (Scrum).
• Special features of project contracts involving third parties (temporary staffing, subcontractors).
• Contractual implications of change requests and agile development.

Copyright and licensing law in IT and AI projects

• Protectable intangible assets (source code, training data, models, prompts, documentation).
• Structure and contents of a license agreement (rights of use, exclusivity, territory, duration, open source compliance).
• Special features of software law (backup copies, updates, leasing, SaaS access).
• Transfer of rights for AI-generated content and copyright responsibility, including handling of training data
• Sanctions, damages, and criminal risks in the event of legal violations.

• Insight into US copyright law.

The project contract as the legal backbone

• Structure and typical layout of an IT/AI project contract.
• From "actual" to "target": service description, specifications, and change management.
• Legally compliant documentation of interim results and approvals.
• Distinction and legal consequences of the nature of a contract for work and services.
• Obligations of the parties to cooperate and collaborate.

Key contract clauses and common pitfalls

• Acceptance clauses: requirements, forms, reservations, and legal consequences.
• Terms of use: Scope, time limit, transfer upon acceptance.
• Liability and warranty clauses: current Federal Court of Justice and Higher Regional Court case law.
• Obligations to cooperate, change requests, and documentation requirements.
• Identification of key persons and their legal significance.

Special forms: Outsourcing, Cloud & SaaS

• Structure and process of managing service projects (outsourcing).
• Contract models for cloud and SaaS services (framework agreement, service level agreement, service certificates).
• Special obligations under the Data Act (data access, portability, interoperability).
• Security and liability issues in the cloud environment (shared responsibility model, NIS2 compliance).
• Data protection and data security requirements (Art. 28 GDPR, TOMs, international transfers).

Additional claims, liability, and conflict management

• Professional claim and change management.
• Dealing with additional claims arising from unclear service descriptions.
• Enforcement and defense of claims arising from current contracts.
• Dispute resolution: arbitration, mediation, or ordinary courts.
• Designing effective liability clauses and risk allocation.
• Liability for vicarious agents, subcontractors, and AI systems.

Practical examples and case studies

• Analysis of typical contract templates (contract for work, SaaS contract, agile contract).
• Current cases from case law (Federal Court of Justice, Higher Regional Court, European Court of Justice).
• Best practices for the legally compliant design of IT and AI projects.
• Discussion of individual questions from participants.