Legal Question in Securities Law in California

Sarbanes-Oxley and software vendors compliance

Can a public company require its software vendor(s) (business information software) to improve the reporting capabilities and real time access of the software program (without the company paying an additional fee for the added functionality) under the auspices that such functionality and informational access is required by Sarbanes-Oxley?


Asked on 8/18/04, 1:37 pm

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: Sarbanes-Oxley and software vendors compliance

Well, I suppose there are two possible avenues under which an obligation might arise.

The first would be if there were something in Sarbanes-Oxley itself that imposed an obligation upon software vendors. While I haven't read the entire Act, so it MAY contain such a provision, I strongly doubt it.

The other possibility is that your agreement or license with your vendor may have an express or implied covenant or warranty of fitness, etc. that could be brought to bear against the vendor. This is also somewhat unlikely, but worth investigating. My hunch is that typical software vendors are pretty careful to avoid liability for future changes in the evironment in which their product is used, especially changes in the law. Still, look into it.

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Answered on 8/18/04, 4:32 pm


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