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Contract Language for Unix Time Clock Crisis

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The Y2K problem turned out not to be a problem at all. Still, before the clocks struck 00:01 on January 1, 2000, there was a great deal of consternation about what might happen. Software engineers worked double shifts trying to avoid doomsday scenarios that had airplanes falling out of the sky due to non-compliant software. Fortunately, none of the dire predictions came to pass.

Because of the way Unix systems calculate dates, we are in the middle of another countdown which will end on January 19, 2038. As with the Y2K crisis, no one knows what will happen. My guess is that a simple fix will be found well in advance. Meanwhile, lawyers must put together contracts which anticipate problems such as these. There was some good Y2K contract language around, but most of it has fallen victim to the <Del> key and is no longer around. So my gift to a lawyer tasked with having to write something in 2037 is this bit of language salvaged from 1999:

 

1.1 Year 2000 Compliance. The Developer represents and warrants to Owner that the Work and the Facility Assets which include any software applications, computer chips or date sensitive components have been, or will prior to the Operations Date be, properly tested in order to confirm that they conform to Year 2000 date criteria. The Developer further represents and warrants to Owner that such Work and Facility Assets are, or will upon the Operations Date be, fully Year 2000 compliant, in that they shall:

(a) have no inherent dependencies on date/time;

(b) continue to be compliant with all valid date and time combinations as supported by the underlying operating systems/hardware;

(c) not be adversely affected by the internal computer clock turning to January 1, 2000;

(d) accurately process date data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, including leap year calculations, without a decrease in the functionality of such Work or Facility Assets; and

(e) are designed to be used prior to, during and after the calendar year 2000, and that they shall operate during each such time period without error relating to date data, specifically including any error relating to, or the product of, date data which represents or references different centuries or more than one century.

In the event of a breach of the foregoing representation and warranty herein, and notwithstanding anything to the contrary in this Agreement, the Developer shall assume all risks and responsibilities inherent to such warranty and shall indemnify and save harmless Owner and its customers, tenants and subtenants, and any other Person who may have a claim against Owner, from and against any and all claims, demands, suits, actions or causes of actions, of any kind whatsoever, for direct or indirect damages, losses, costs, injuries, death, property damage, claims and/or expenses, resulting from any breach by the Developer of its representation and warranty contained in this Section 6.2, and shall also include all judiciary and extra-judiciary costs incurred by Owner arising from such breach.

 

(The picture shows Venice in 1999. During the time of the Venetian Republic, State executions took place between the two pillars shown.)

Written by mokane

August 19, 2013 at 7:54 am

Posted in Uncategorized

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