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Tech & Sourcing @ Morgan Lewis

TECHNOLOGY, OUTSOURCING, AND COMMERCIAL TRANSACTIONS
NEWS FOR LAWYERS AND SOURCING PROFESSIONALS

As 2019 comes to a close, we have once again compiled all the links to our Contract Corner blog posts, a regular feature of Tech & Sourcing @ Morgan Lewis. In these posts, members of our global technology, outsourcing, and commercial transactions practice highlight particular contract provisions, review the issues, and propose negotiating and drafting tips. If you don’t see a topic you are interested in below, please let us know, and we may feature it in a future Contract Corner.

Assignment
Assignment and Delegation

Audit
Audit Provisions in Services Agreements

Automation
The Drive to Automation and Your IT Outsourcing Contract
Top Five Issues to Consider When Leveraging Automation Software in an Outsourcing Transaction

Benchmarking
Are You Within Market? A Look at Key Components of a Good Benchmarking Clause

Blockchain
Blockchain Solutions – What Every Lawyer Needs to Node

Change Management
Change Management in Commercial Contracts (Part 1)
Change Management in Commercial Contracts (Part 2)
Contracting Strategies Can Help Navigate Changing Environments (Part 1)
Contracting Strategies Can Help Navigate Changing Environments (Part 2)

Compliance
Allocation of Responsibility for Compliance with Laws in BPO Transactions

Contracting Process
Defining Transition Workstreams in Outsourcing and Managed Services Contracts
Changing How We Deal with Change in Transformational Deals - Contracting for People
Negotiating for People: Setting the Stage for a Collaborative Partnership with Your Vendors
Negotiating for People: Winning, Actually – Using Your Power Position to Achieve Success
Tired of Deal Fatigue? (Part 1)
Tired of Deal Fatigue? (Part 2: Root Causes)
Tired of Deal Fatigue? (Part 3: The Deal Process—A Life Cycle)

Cybersecurity
Cybersecurity
Cybersecurity (Part 2)
Cybersecurity (Part 3)
Do Your Homework: Cybersecurity Considerations When Leveraging Cloud-Based Outsourcing Solutions

Damages
Liquidated Damages Clauses

Data Access / Aggregation
Considering Rights to Use Aggregated Data in Service Relationships
Model Data Access Agreement to Foster Fintech Growth
Data Commons (Part 1 - The Framework)
Data Commons (Part 2 – The Approach)

Data Protection
Contract Terms Associated with Data Breaches—It’s a Balancing Act
Data Safeguards in Services Agreements (Part 1)
Data Safeguards in Services Agreements (Part 2)
Data Safeguards in Services Agreements (Part 3)
Data Safeguards in Services Agreements (Part 4)
GDPR and Data Processing Addendums (Part 1 - Precedence Clauses)
GDPR and Data Processing Addendums (Part 2 – Commercial Issues)
UK Issues Updated Guidance on Contracts and the GDPR

Dispute Resolution
Dispute Resolution in International Agreements

Due Diligence
Outsourcing and the Importance of Due Diligence
Third-Party Contract Due Diligence in Outsourcing Agreements
Disposition of Legacy Third-Party Contracts in Outsourcing Deals

Force Majeure
What Do You Know About the Force Majeure Clause in Your IT Services Contract?

Global Agreements
Global versus Local Agreements
The Concept of Good Faith in Commercial Contracts under English law

Indemnification
IP Indemnification
IP Indemnification – Part 2
IP Warranties v. IP Indemnification

Insurance
Is Your Insurance Provision Meeting Its Full Potential?

Internet of Things
Standard Terms in the ‘Widgetal’ Age
Standard Terms in the IoT Age

Invoicing
Contract Provisions Designed to Promote Accurate and Timely Invoicing

IT Agreements
10 Issues to Consider When Implementing an ERP System
10 Performance ‘Incentives’ to Consider When Structuring Your System Development or Implementation Contract
Key Considerations in Understanding and Negotiating IT Agreements
Software as a Service (SaaS) Agreements: Who Owns What? (Part 1: Dedicated Instance SaaS Solutions)
Software as a Service (SaaS) Agreements: Who Owns What? (Part 2: Multitenant SaaS Solutions)
Understanding the Shared Responsibility Model in Cloud Services Agreements

License and IP Rights
Best Practices for Securing IP Ownership
Considering Usage Rights in Software License Agreements
Contractual Allocation of Intellectual Property Ownership
Drafting Sublicense Provisions in Intellectual Property Licenses
Drafting to Protect Your IP Rights in Licensor's Bankruptcy
IP Agreements: Don’t Forget the Feedback Clause
Residuals Clauses in IP Agreements and NDAs
US Intellectual Property Ownership – Default Laws

Limitation of Liability
Limitations of Liability—Structure and Enforceability
Limitations of Liability—Damages
Limitations of Liability—Exceptions and Caps
‘Tricks’ of the Trade: (Un)limited Liability for Information Security

Non-Disclosure Agreements
Is it Time for Form NDA Spring Cleaning?
Key Considerations in Understanding and Negotiating Non-Disclosure Agreements

Non-Solicitation
Non-Solicitation Provisions: Purposes, Issues, and Limitations
Non-Solicitation Provisions: Specific Issues

Online Presence Management
Is it Time to Update Your Website Terms of Use?

Open Source
Open Sourcery

Privacy
Drafting Privacy Policies – Part 1
Drafting Privacy Policies – Part 2

Royalties
Royalty Refresh (Part 1)
Royalty Refresh (Part 2)

Source Code Escrow
Source Code Escrow (Part 1)
Source Code Escrow (Part 2)
SaaS Escrow Considerations (Part 1)
SaaS Escrow Considerations (Part 2)

Subcontracting
Subcontractor Approval

Term
Term (Part 1)
Term (Part 2)

Termination
Provisions—Maximizing Flexibility
Termination in the Event of Bankruptcy Clauses Are Generally Unenforceable (Part 1)
Exceptions to Unenforceability of Termination in the Event of Bankruptcy Clauses (Part 2)
Termination Provisions—Termination Assistance and Exit Rights

University Technology Transfer
Considerations When University Employees Provide Consulting Services to University Licensees