Apart from their assigned mod courses, 1L students may only enroll in courses offered as 1L electives. A complete list of these courses can be found on the 1L Elective Listings page. 1L students must use the 1L class number listed on the course description when enrolling.
276.41 sec. 001 - Advanced IT Contracts: Drafting and Negotiating (Spring 2025)
Instructor: David William Tollen (view instructor's teaching evaluations - degree students only)
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Units: 1
Grading Designation: Credit Only
Mode of Instruction: In-Person
Meeting:
M 08:00 AM - 09:50 AM
Location: Law 170
From January 13, 2025
To March 31, 2025
Course End: March 31, 2025
Class Number: 32996
Enrollment info:
Enrolled: 45
Waitlisted: 0
Enroll Limit: 50
As of: 12/26 01:45 PM
Students learn to write and negotiate information technology (IT) contracts. The goal is to prepare them to practice as transactional attorneys in the IT industry. The secondary benefit is training on contract drafting and negotiation in general, which supports legal work in any industry.
The primary content is a clause-by-clause review of contracts about artificial intelligence, software-as-a-service, and other forms of IT, including on-premise software licenses and cloud infrastructure agreements. In other words, the course covers the bread-and-butter agreements of the IT industry. The course will also include content that is not clause-specific, particularly a primer on contract drafting itself, a review of the IT industry and its particular legal concerns (e.g., open source software), and a primer on intellectual property as it applies to the industry.
This is not a course on IP licensing. That topic, however, will play a role.
The course is called "Advanced" because students do best if they have experience with drafting contracts, even if very limited experience. Students without that experience have succeeded in past classes, but they've often found the pace too fast. The necessary experience could involve work in a legal clinic or nearly any other legal setting.
The course is taught by David W. Tollen, an author, expert witness, trainer, and attorney. Mr. Tollen wrote The Tech Contracts Handbook: Cloud Computing Agreements, Software Licenses, and Other IT Contracts for Lawyers And Businesspeople (ABA Publishing 2021). The book one of the top three bestsellers from the American Bar Association, and it will serve as the course’s key text. Mr. Tollen is also the founder of Tech Contracts Academy™, LLP, where he teaches lawyers and businesspeople to draft and negotiate IT agreements. Finally, Mr. Tollen is the founder of Sycamore Legal® P.C., an IP and IT boutique law firm in San Francisco. There, he represents buyers and sellers in IT transactions and also serves as an expert witness for cases on the same topic. He graduated cum laude from Harvard Law School and has an Ll.M. from Cambridge University and a B.A. in history from U.C. Berkeley.
This course will have 7 class meetings. To allow for a makeup class because of unforeseen circumstances this course also has two automatic make-up classes scheduled for the 8th and 9th week. Those dates will only be used if one of the scheduled 7 has be moved, but in case that happens, students should make sure they’re available for dates on the 8th and 9th weeks as well.
Exam Notes: (TH) Take-home examination
(Subject to change by faculty member only through the first two weeks of instruction)
Exam Length: 2 hours
Course Category: Business Law
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