Drafting Telecom Services Agreements: Structuring Key Provisions, Anticipating Legal Pitfalls, Mitigating Risks
Recording of a 90-minute CLE webinar with Q&A
This CLE course will guide business and technology counsel in drafting and negotiating agreements for telecommunication services. The panel will examine key contract provisions, common negotiation challenges, and best practices when renegotiating agreements with incumbent service providers or negotiating new contracts with different providers.
Outline
- Telecom terminology/lexicon for attorneys
- Regulatory overlay: Communications Act—What’s regulated? What’s not? Relevance to enterprise deals
- Title II, Title III and information services
- Universal Service Fund (USF) and state transaction taxes
- FCC vs. state regulation (disappearing tariffs)
- Domestic, international and rest-of-world services
- Major service agreements/schedules
- Wireline
- Wireless
- Satellite services
- Managed services
- Data center/collocation
- Role of consultants and RFPs
- Who are these consultants?
- Role in the procurement process
- Value of telecom RFPs
- MSA core provisions
- Contracting parties (capturing affiliates/joint ventures)
- Precedence of documents/online documents
- Dispute resolution
- SLAs (basis for escalated remedies) (service and provisioning)
- Partial termination/remedies
- Transition (@expiration & @termination)
- Carrier form agreements vs. customer-provided
- Third-party services (subject to service provider control and obligations)
- Indemnities
- Force majeure/loss of legal authority
- Privacy/CPNI/confidentiality
- Open internet/broadband privacy concepts
- Carrier obligations vs. policies (privacy, AUP)
- Schedule-specific provisions
- SLAs/remedies
- Pricing
- Service-specific commitments and incentive targets
- Provisioning
- Smartphone costs
- Competitive pricing reviews
- Technology uplift provision
- Unique aspects of non-core services
Benefits
The panel will review these and other key issues:
- How do telecom agreements differ from other technology contracts? To what extent does regulation matter—and how? Does the recent controversy over net neutrality affect these deals?
- What are some of the distinguishing deal points that one encounters in negotiating enterprise contracts for wireline, wireless, broadband internet fiber (dark and lit), data center and colocation, and WiFi services?
- What are the benefits of a request for proposal (RFP)? What is the proper role of consultants?
- What are the typical contract documents and how do customers address service provider’s online terms and conditions?
- What happens when deals break down? Arbitration vs. litigation vs. mediation? What remedies actually work?
Faculty
C. Douglas Jarrett
Senior Counsel
Keller and Heckman
Mr. Jarrett focuses his practice on telecommunications law, policy and procurement matters. He represents enterprises... | Read More
Mr. Jarrett focuses his practice on telecommunications law, policy and procurement matters. He represents enterprises in negotiating telecommunications services agreements with the major wireline and wireless carriers, domestically and globally, and represents technology companies in securing amendments to the FCC rules to enable the licensing and marketing of innovative wireless technologies. He advises enterprises on M2M services, cloud computing and IVR technology procurements. He also represents specialized services providers, fiber network operators and tower companies on regulatory and transactional matters.
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Kenneth A. (Ken) Klatt
Of Counsel
Sapronov & Associates
Mr. Klatt is former Assistant General Counsel at Delta Air Lines. He has a broad background in commercial transactions,... | Read More
Mr. Klatt is former Assistant General Counsel at Delta Air Lines. He has a broad background in commercial transactions, including IT, telecommunications and wireless. Mr. Klatt has negotiated numerous enterprise sourcing agreements, ranging from custom tariff agreements to outsourcing agreements with major carriers and other vendors. He is a past Chair of the Technology Section of the Georgia State Bar.
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Walt Sapronov
Principal
Sapronov & Associates
Mr. Sapronov has represented clients in telecom transactions since the early 1980′s. His experience includes... | Read More
Mr. Sapronov has represented clients in telecom transactions since the early 1980′s. His experience includes telecommunications contract negotiations with every major carrier in the U.S., and with many abroad. Among many other transactions, he has negotiated global telecommunications sourcing, wireless infrastructure, fiber buildouts, colocation, data center, satellite, and distributed antenna systems (DAS) agreements. He is a frequent speaker, and has published numerous articles and two books, all on various subjects in telecommunications law.
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