Commercial Technology Lawyer for Software Licensing Contract Review

ABOUT THE ENGAGEMENT We are a technology company licensing an existing software platform, customising it for the Zambian market, and then investing significantly in launching and operating the finished product commercially. The provider has prepared a 37 page agreement covering the platform licence, the customisation and implementation, and ongoing support. This agreement is what we need reviewed. The platform will handle sensitive personal and location data. WHAT WE NEED The commercial structure and pricing have already been agreed in principle, and we intend to proceed with the transaction. We are not looking for someone to reopen the commercial bargain or draft a new agreement. We need an independent legal review and practical advisory focused on risk and due diligence. We want an experienced technology lawyer to identify where the agreement is unbalanced, unclear or exposes us unnecessarily, explain the practical implications, and advise us on the limited points that should be addressed before signing. WHERE TO FOCUS - The licence grant and our commercial rights - Ownership of the platform and the customisation we are funding - Implementation obligations, deliverables and acceptance - Payment protections - Support, maintenance and service commitments - Warranties and liability - Termination, continuity and exit protections - Data protection and security responsibilities - Governing law and dispute resolution, in particular where any dispute would be heard HOW THE ENGAGEMENT WILL RUN Stage 1: Baseline and familiarisation A short call with our CEO to understand the transaction, its strategic context and our priorities. Stage 2: Review and written advisory Review the agreement and provide a concise written advisory on our position. This should include a prioritised list of concerns, the practical implications, and the specific points we should raise. Clause specific comments or suggested wording should only be provided where necessary. Stage 3: Limited follow up Provide limited support during a short exchange of comments with the provider as the agreement moves towards sign off. SCOPE AND BUDGET We expect this to run to around six hours and are capping it at eight. In practice, that is roughly an hour of discovery with our CEO, the bulk of the time spent reviewing the documents and preparing your written advisory, and an hour or so of follow up through to sign off. We are happy to run this as capped hourly billing, or as a fixed fee for the defined scope if you prefer, provided the fee is capped and assumes no more than eight hours of work. Anything beyond the cap would only be by prior written agreement. WHO WE ARE LOOKING FOR A qualified lawyer with genuine experience in technology contracts, software licensing and commercial agreements, ideally including experience advising the licensee on agreements prepared by a platform provider. This is specialist work rather than a general legal review. Jurisdiction of admission is flexible. The agreement is governed by South African law, but South African admission is not required. YOUR PROPOSAL Please include: - Your professional qualification and jurisdiction of admission - A brief description of similar technology or software licensing agreements you have reviewed - Your availability over the next two weeks - Your hourly rate with a maximum cap, or a fixed quote for the full scope - Your estimated completion time