Computer Contracts

Manchester Baby, the World's First Stored Program Computer 
Author Logg Tandy Licence CC BY 4.0  Source Wikimedia Commons

 







Jane Lambert

Published 28 April 2026

Computer contracts are agreements for the supply of information-processing goods or services.  They can be categorised as either non-negotiated or negotiated agreements.  

Non-negotiated agreements are concluded on a party's standard terms.  Typical examples are end-user licence agreements ("EULA") and agreements between retailers and consumers for the sale of equipment.   If they are in writing at all, they are usually on the supplier's terms, but they can be on a purchaser's if the purchase is by a government department, local authority or powerful company. 

Negotiated agreements are typically for high-value projects to be delivered over time.  Examples include contracts for the development of software ("software development agreements") or contracts for the delivery of complete systems ("turnkey agreements").  Suppliers are often required to support their customers and maintain their software.  If there is any concern as to a supplier's ability to deliver such support or maintenance for the anticipated lifetime of the software, the customer may require the supplier to deposit source code and such other materials as may be ncessary to maintain the software with a neutral known as an escrow agent with agreed instructions to the agent to release such materials to a third party maintenance contractor should such maintenance be interupted.  Such agreements are known as "escrow agreements."

Disputes arise from time to time between suppliers and customers.  Often, the parties provide for the resolution of such disputes by arbitration, mediation or some other form of alternative dispute resolution ("ADR").  Absent such provision, parties are expected to exchange information about their dispute in accordance with the Pre-Action Protocol for Construction and Engineering Disputes, 2nd edition.  Should they be unable to settle their dispute through negotiation, they can look to the Technology and Construction Court ("TCC").

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