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Tech & Sourcing @ Morgan Lewis

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

As we’re almost a month into the New Year, we thought this would be the perfect time to share nine areas of your service agreement templates that you should consider reviewing and updating to ensure you start 2021 on the right foot. Some of these suggestions may seem like no-brainers, but they’re on the list for a reason, trust us.

RECITALS

  • If your company went through a corporate name change in 2020, has the old name been replaced with the new?
  • If your company moved to a new corporate address in 2020, has the old address been replaced with the new?
  • Has the template’s effective date’s year been changed to “2021”?

COMPLIANCE WITH NEW LAWS

  • Have new laws been instituted or have laws changed in the applicable jurisdictions governing your template or the underlying services or goods causing certain provisions to be out of compliance with new or changed laws? See our recent blog post on how New York reformed its automatic renewal laws which required businesses to review their contracts to consider if they were in compliance with the new law.

NOTICE

  • Is the notice address and representative to whom notice shall be delivered to the attention of still correct?
  • If your company has gone fully remote, does your template require notice via email and is there a proper notice email address listed?

LINKS

  • If your template contains website links, do those links still work and does the subject matter of the link’s landing page align with the citing provision of the template?

CODES OF CONDUCT

  • For companies that require service providers to adhere to their corporate codes of conduct and/or anti-bribery policies, does your template contain the most up-to-date versions of those corporate policies?

ASSIGNMENT

  • For companies considering a merger, acquisition, or corporate change in 2021, does your template’s assignment clause permit for the assignment of the agreement as part of a merger, acquisition, or similar transaction without the express written consent of the non-assigning party?

SECURITY AUDITS

  • For service providers, does your template’s security policy accurately state the types of annual security audit reports your company currently performs? Are these report types up to date?
  • For customers, are the reporting and certifications references up to date (e.g., does your form still reference SSAE-16 or an outdated ISO certification)?

DATA PRIVACY

  • For service providers and customers alike, do the data privacy exhibits within your templates reflect the most up-to-date data privacy laws, disclosure and compliance requirements, and best practices?

INSURANCE

  • For service providers that provide their relevant insurance coverages within their template, are the listed coverages up to date?
  • For customers whose templates provide certain insurance coverage requirements from service providers, do the contractual requirements conform with your risk management’s internal policies?

As we said above, updating some of these areas seems like common sense (and perhaps a little monotonous), but tackling these items early in the New Year promotes good contractual housekeeping and pushes you to review your template in an objective, analytical manner that you may not do so otherwise.