Drafting Telecom Services Agreements: Structuring Key Provisions, Anticipating Legal Pitfalls, Mitigating Risks

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, July 18, 2017
Recorded event now available


This CLE webinar 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.

Description

Telecommunications technologies (wireline, wireless, broadband) are constantly evolving, creating ongoing challenges for counsel negotiating telecom services contracts. Business and technology attorneys must be aware of emerging telecom technologies and changes in market-based pricing and service standards, and understand how to effectively negotiate contract terms that take these factors into account.

Well-drafted telecom services agreements address rates and terms, upgrade paths, termination rights, service levels, billing, security, liability issues, and more. Business and technology counsel must understand current trends and common challenges in negotiating terms in order to provide useful guidance to their clients. Best practices on procurement strategies will also be highlighted.

Listen as our panel experienced in negotiating and drafting telecom services agreements outlines recommended best practices. The panel will examine provisions commonly included in the agreements and potential legal pitfalls facing businesses engaged in contract negotiations.

Outline

  1. Telecom terminology/lexicon for attorneys
  2. Regulatory overlay: Communications Act—What’s regulated? What’s not? Relevance to enterprise deals
    1. Title II, Title III and information services
    2. Universal Service Fund (USF) and state transaction taxes
    3. FCC vs. state regulation (disappearing tariffs)
    4. Domestic, international and rest-of-world services
  3. Major service agreements/schedules
    1. Wireline
    2. Wireless
    3. Satellite services
    4. Managed services
    5. Data center/collocation
  4. Role of consultants and RFPs
    1. Who are these consultants?
    2. Role in the procurement process
    3. Value of telecom RFPs
  5. MSA core provisions
    1. Contracting parties (capturing affiliates/joint ventures)
    2. Precedence of documents/online documents
    3. Dispute resolution
    4. SLAs (basis for escalated remedies) (service and provisioning)
    5. Partial termination/remedies
    6. Transition (@expiration & @termination)
    7. Carrier form agreements vs. customer-provided
    8. Third-party services (subject to service provider control and obligations)
    9. Indemnities
    10. Force majeure/loss of legal authority
    11. Privacy/CPNI/confidentiality
    12. Open internet/broadband privacy concepts
    13. Carrier obligations vs. policies (privacy, AUP)
  6. Schedule-specific provisions
    1. SLAs/remedies
    2. Pricing
    3. Service-specific commitments and incentive targets
    4. Provisioning
    5. Smartphone costs
    6. Competitive pricing reviews
    7. Technology uplift provision
    8. 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, Partner
Keller and Heckman, Washington, D.C.

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.  

Kenneth A. (Ken) Klatt, Of Counsel
Sapronov & Associates, Atlanta

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.

Walt Sapronov, Principal
Sapronov & Associates, Atlanta

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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