1. Tell me about the new Information Technology (IT) Law Summer Program in London?

The program will allow students to earn six units of course credit while enjoying five incredible weeks in London. Each student will choose two of four courses: Comparative Electronic Commerce Law, Comparative Information Privacy Law, International Cybercrimes or Drafting Information Technology Agreements. Classes will be held from 9-1, Monday through Thursday, which makes every weekend a three-day weekend. Classes will be supplemented by field trips, guest speakers and various social events.

2. When did you develop the idea for the IT Summer Law Program?

I have been interested in expanding the school’s offerings in international technology law since I joined the full-time faculty in 2003. There are not a lot of professors in Los Angeles, or even the United States, that have expertise in this area. Because of the growing importance of the European Union, and the enactment of new IT laws in the EU, it made sense to locate the program within the EU where we can hire professors knowledgeable in comparative US-EU IT laws.

3. Is this the first program of its kind?

Yes. There have been summer abroad programs that offer one or two courses in IT law, but this is the only program that focuses exclusively on international IT law. This gives students interested in practicing in this field a great opportunity to learn from professors who are internationally recognized educators in the field. It should give students participating in the program a distinct advantage over other students in getting a job in the IT sector.

4. Why London?

I actually looked at several other cities in Europe first. I had a list of characteristics I was looking for in a host city. None of the other cities had all of those characteristics; London did. In London you have first class housing and classroom facilities, a great transportation system, plenty of cultural, social and educational opportunities, easy access to other European destinations, a safe environment, and the ability to attract a world-class faculty.

London is, in my opinion, the most exciting city in the world. Spending five weeks in London is a once-in-a-lifetime opportunity. There is a dizzying array of things to do in London, from watching tennis stars at Wimbledon to enjoying plays, musicals and outdoor concerts just down the street from the school. We are literally only blocks away from the British Museum, the British Library and numerous historical sites. Stonehenge, Oxford, the Edinburgh Festival (and many other destinations) are easily accessible by train or bus. In addition, most European cities are no more than an hour or two away. For example, there is a train within walking distance of the dorm that will whisk you to downtown Paris in just two hours. You can have lunch overlooking the Eiffel Tower and be back in London in time for dinner, or spend the entire weekend in Paris or another wonderful destination.

5. What makes this such an exciting and timely program?

The Internet and electronic commerce are the fastest growing business sectors worldwide. Every company, whether considered “high tech” or otherwise, understands the importance of being “online.” As a result, there is an enormous demand for tech-savvy attorneys, even when there is a downturn in the economy. These classes are unique and will provide students with an international perspective on IT law that is simply not available elsewhere.

6. How and why was each participating faculty member selected for the program?

Having practiced in the international IT law field for almost 30 years, I have had the opportunity to travel extensively and get to know IT lawyers and academics worldwide. When I was planning this program I contacted dozens of recognized experts in the field and asked them whom they thought were the best educators in IT law in the U.S. and the UK. That search led me to each of the professors who will be teaching in the program. As shown by their biographies, they are all accomplished authors, speakers and teachers. It is a truly an amazing faculty.

7. What are some of the biggest issues in IT law and how will this program help prepare students interested in the field?

When a company establishes a website, it is instantly doing business globally. That means that the company is potentially subject to the laws of every country in which its website is accessible, including contract law, privacy law, and criminal law. It is not sufficient for a company’s lawyers to understand only the laws of the country in which that company is located. They must understand the potential impact of foreign laws on their client’s business, and the potential liability that client may face around the world. This program will provide students with that global perspective.

The four courses being offered and the instructors are:

Comparative Electronic Commerce Law and Regulations
Instructor: Dr. Julia Hornle, Queen Mary College of Law, University of London

Comparative Information Privacy Law and Regulations
Professor Ian Walden, Queen Mary College of Law, University of London

Drafting Information Technology Agreements
Professor Michael D. Scott, Southwestern Law School (me)

International Cybercrimes
Professor Susan Brenner, University of Dayton School of Law

The program will run June 21, 2009-July 24, 2009 and is open to any law student from an ABA-accredited law school in the United States, Canadian law students and other law students who can demonstrate English language proficiency. The brochure is available here.

If you are a law student, a law professor, or someone who knows a law student who might be interested in the program, please let them know about it. Due to limited classroom space, the program is limited to 48 students. Students will be admitted to the program on a rolling basis starting in January 2009, so early application is essential. The application is available here.

Now that we have the courses in place, we need to take the next step. And that is getting these students in positions where they can hone their skills. Law clerkships and associate positions are still the traditional path for many law students. However, many law schools offer externship programs for students. These programs allow students to receive course credits for working in-house or with government agencies. Externs receive no compensation from the organization with which they are placed. Instead, the organization agrees to supervise them, give them a variety of tasks to perform and to give them feedback and training. A good externship program is a true win-win situation for all concerned. The students get true, real world experience. The employer gets a bright, eager person to help supplement their staff without a hit on their budget. And some times (but with no guarantees) a student may actually snare a job from a satisfied general counsel.

Our school has an extensive externship program in the courts, government offices, non-profits and the entertainment industry. We are now seeking to expand it into the IT industry. And other law schools are also looking to expand upon their IT law programs with externship opportunities. So, if you are an in-house lawyer in the IT industry (or with a company that does a great deal of IT transactions), and are looking to expand your legal team without impacting your budget, you should contact your local law schools and find out what sorts of externship programs might be available.

There were no casebooks available, nor any good books of any kind. So, the first thing was to prepare materials. Surprisingly, except for a few clauses that seem to be heavily litigated — warranty disclaimers, choice of laws, etc. — most clauses you are likely to find in a technology agreement have never been analyzed in any reported court decisions — either at the state or federal level. So the materials consisted mainly of selected provisions of the UCC, Restatement, state laws, the few court decisions that were available, and a number of articles that look at various boilerplate provisions. I supplemented those materials with excerpts from my book — Scott on Computer Law – which has several chapters devoted to contract clauses. That gave a good core of materials to teach from.

The second issue was how to teach a contract drafting course to students who had never read a contract, let alone drafted one. I decided to approach it like one would a foreign language — start with lessons on the “vocabulary” of contracts and some simple “grammars,” gradually introducing the students to more complex structures and eventually complete agreements. So we started with simple boilerplate clauses; ripped them apart and rebuilt them. We looked at multiple versions of the same clause and discussed the relative strengths and weaknesses of each version from the perspective of each of the parties to the transaction.

In each class, we had an in-class assignment, which consisted initially of having the students draft one or two boilerplate clauses based upon the facts of a short hypothetical. The facts prevented the student from just using an off-the-shelf clause. Their take-home assignments were to draft short agreements or sections of longer agreements (e.g., a non-disclosure agreement, a work-made-for-hire section of a software development agreement). Again, the writing assignment was based on a hypothetical fact situation, which prevented them from simply cribbing a form clause and not modifying it to fit the facts.

After 3-4 weeks, the students were ready to start drafting short contracts. In the meantime, the in-class discussions had moved from individual clauses to specific types of contracts. We dissected and analyzed a variety of common agreements, including licenses, development agreements, distribution agreements, employment agreements, web site terms of use, privacy policies, outsourcing agreement and website hosting agreements. We explored how the same or similar clauses showed up in virtually every agreement, and when the clauses were different, why there were different. We discussed the goal-oriented approach versus the confrontational approach to contract drafting, how contracts often create long-term relationships like marriages that need to allow for problems and disagreements along the way with dispute resolution mechanisms to avoid litigation.

We had two guest speakers along the way — one lawyer and one experienced business consultant — who provided valuable, real-world insights on the contract drafting process and how lawyers and clients can best work together to achieve businesses’ goals through that process.

Their final project was to draft and negotiate the terms of a computer systems acquisition agreement. The class was divided into “law firm” teams. Half the teams represented the vendor, while the other half represented the customer. Each law firm was provided basic information on the types of computer system being acquired plus several “internal memos” from their “client” telling them specific requirements, needs, concerns, of their client. Each team then had an opportunity to have a live presentation from their “client” and a Q&A session with the client. Then, each law firm prepared a Term Sheet and turned that Term Sheet into a full draft agreement. Each law firm then received a copy of an agreement drafted by a law firm for the other party and were given a week to compare their agreement with the other firm’s agreement and make a list of crucial changes that needed to be negotiated.

Each pair of law firms then had a three-hour negotiating session to see how many of the disputed terms could be agreed upon. The last assignment was to redline their draft agreements with the agreed-upon changes, and prepare a memo on the unresolved provisions and why the parties were unable to resolve them.

In a very short period of time, all of the students were able to turn out contract clauses, sections of contracts, and eventually entire agreements that were better than many I had seen drafted by “experienced” transactional lawyers. The students felt that they had not only learned a great deal about contract law and the contracting process, but that they had gained the confidence necessary to draft even the most complex documents by breaking them down into manageable clauses and groups of sections and then building those sections into a complete agreement. Every student felt that the hard work had been well worth it, and all of them said that they would recommend the course to their colleagues. A few said that this was the most useful course they had taken in law school.

So . . . if you are looking for a good law clerk or associate with contracting drafting experience, let me know.