New Rider B-IT
by B. Victor Chakravarty, Enterprise Systems Architect
I.T. contracts have certain peculiarities that are not shared by other general-purpose contracts. This difference is due to the nature of intellectual property itself. For instance, purchasing a vehicle confers an unrestricted right of ownership to the buyer of that vehicle, including the right to re-engineer that vehicle and the right to resell that vehicle to another party. But purchasing a piece of software may not necessarily confer to the buyer the rights to re-engineer it or resell it. Like other intellectual properties (such as books, movies, music, pharmaceuticals, etc.), I.T. products need to be secured by copyright, confidentiality, transferability, and many other provisions before they may be bought or sold.
The State of Maine has long had a general-purpose rider of terms and conditions for its contracts, the so-called Rider B. (The reason for the B is that it follows Rider A, the actual specifications of the work.) Rider B is great for what it is intended; the purchase of general-purpose goods and services. But I.T. contracts, up until now, had to be augmented by other ad-hoc riders. When ad-hoc augmentation was not done properly the lessons learned were painful:
- Purchasing a piece of custom software from a vendor who does not relinquish the source code, meant that we had to go back to them, and only them, every single time we had to modify that software;
- Purchasing a major application that was inaccessible to people with disabilities;
- Hiring an I.T. contractor of dubious personal history; and
- Using I.T. products that did not comply with the State I.T. policies.
The good news is that we now have a solid remedy for such difficulties. A new, dedicated Rider B-IT has been created that takes care of all such I.T.-specific factors. I.T. contract administrators will no longer have to scramble for ad-hoc augmentations to the general-purpose Rider B. Instead, they will simply plug in the new Rider B-IT. It covers all the cases that caused us difficulty in the past, including source code ownership, accessibility, contractor background check, I.T. policies, and many more. For instance, it streamlines the termination clause, the liability and insurance requirements, warranty and cure, confidentiality, to name a few.
All that said, the new Rider B-IT does introduce a slightly different workflow. Recall that the general-purpose Rider B does not involve any choice. Anything in the general-purpose Rider-B that needs to be modified is done through a subsequent Rider C. But the new Rider B-IT forces three choices. They have to do with additional Federal requirements where Federal funds are involved, price protection, and letter of credit. In each of these three cases, I.T. contract administrators need to choose between accepting the clause as-is, or leaving it blank. Moreover, it is still perfectly reasonable to add a Rider C to modify the other provisions of Rider B-IT. We felt that this configuration provided the best balance between flexibility and convenience.
All I.T. contract administrators are urged to familiarize themselves with the new rider, available on the Purchases site. We would be glad to respond to any questions or comments. We also remain open to holding agency or workgroup-specific Q&A sessions. It is our expectation that the new Rider B-IT will streamline and simplify the I.T. contracting workflow.