Dispute Arising from the Clinical Information Management System (cims) in Master Site License Agreement

Dispute arising from the clinical information management system (CIMS) in Master Site License Agreement

ISSUE To Be Discussed

- Legal analysis of the Claims

(1) Brookside v. Black: Claim for breach of agreement and request delivery of custom software

(2) Possible counter-claim: remaining due payment: 4.2 million (including 2.6 million for the CIMS and 1.6 million for the remote location clinical information interface system)

- Alternatives/Legal Options

(1) Trial

* Pros: solid legal ground (around 70% to 80% chance to prove Black fulfilled the delivery obligation), recover the amount due (plus the legal interest)

* Cons/Risks: Uncertainty (hard to control the jury), time frame (usually will take longer to get final judgment, hard to predict), litigation cost (approximately $300,000), reputation cost (company's good will), opportunity cost (put a strategically important project at risk)

(2) Settlement

* Pros: save timing and cost mentioned above, easily under our own control

* Cons: possible less recover amount compared to the judgment

- Other concern: Brookside's financial position, possible bankruptcy even if we obtain judgment

Negotiation Preparation

- Prioritize interests/concerns:

* Financial/economic, social/reputation, emotional/feeling, timing, relationship, etc

- Information exchange

* Information we will provide, information we need, information we want to maintain private

- Offer

* First offer (who will go first)/first counter offer

* Our Target

* Our reservation price

- What is our BATNA (Best alternative to a negotiated agreement), if there is no settlement

- Options for dispute resolution

(1) Black to provide the custom software with discounted price ($750,000)

(2) Decrease the due amount? Installment payment

(3) Counter-claim against Brookside for 4.2 million

(4) Other options for resolution (non-monetary option, ex: future license, maintenance, support or service agreement, etc.)

(5) Any other creative settlement terms (understand Brookside's problem, need more training time and add