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Tech & Sourcing @ Morgan Lewis

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

As 2021 picks up speed, 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.

Automation Robotics and Artificial Intelligence
The Drive to Automation and Your IT Outsourcing Contract
Top Five Issues to Consider When Leveraging Automation Software in an Outsourcing Transaction
Use of Aggregated Data in Artificial Intelligence Solutions

Blockchain
Blockchain Solutions – What Every Lawyer Needs to Node

Cloud
Basics of Uptime Commitment in Cloud Service Level Agreements
Key Differences Between SaaS and On-Premise Software Agreements
SaaS and Cloud Services Solutions- Operational vs Customer Business Data and Who Gets-to-Use What
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)
SaaS Escrow Considerations (Part 1)
SaaS Escrow Considerations (Part 2)
Understanding the Shared Responsibility Model in Cloud Services Agreements

Commercial Transactions
Change Management in Commercial Contracts (Part 1)
Change Management in Commercial Contracts (Part 2)
The Concept of Good Faith in Commercial Contracts under English law

Connected Devices and Internet of Things (IOT)
Standard Terms in the ‘Widgetal’ Age
Standard Terms in the IoT Age

Contract Corners (General)
Assignment and Delegation
Considerations for a Termination for Convenience Provision
Dispute Resolution in International Agreements
Extending Contracts by Variation
Global versus Local Agreements
Is Your Insurance Provision Meeting Its Full Potential?
Limitations of Liability—Structure and Enforceability
Limitations of Liability—Damages
Limitations of Liability—Exceptions and Caps
Liquidated Damages Clauses
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)

COVID-19
Drafting a Force Majeure Clause in the COVID-19 Era

Cybersecurity
Cybersecurity
Cybersecurity (Part 2)
Cybersecurity (Part 3)
Do Your Homework: Cybersecurity Considerations When Leveraging Cloud-Based Outsourcing Solutions
‘Tricks’ of the Trade: (Un)limited Liability for Information Security

Data Rights
Considering Rights to Use Aggregated Data in Service Relationships
Contract Terms Associated with Data Breaches—It’s a Balancing Act
Data Commons (Part 1 - The Framework)
Data Commons (Part 2 – The Approach)
GDPR and Data Processing Addendums (Part 1 - Precedence Clauses)
GDPR and Data Processing Addendums (Part 2 – Commercial Issues)
Model Data Access Agreement to Foster Fintech Growth
UK Issues Updated Guidance on Contracts and the GDPR

Intellectual Property
Allocating IP Rights in Development Agreements
Best Practices for Securing IP Ownership
Contractual Allocation of Intellectual Property Ownership
IP Indemnification
IP Indemnification – Part 2
IP Indemnification – Third-Party Product Exceptions
IP Warranties v. IP Indemnification

Licensing
Considering Usage Rights in Software License Agreements
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
Is it Time for Form NDA Spring Cleaning?
Key Considerations in Understanding and Negotiating Non-Disclosure Agreements
Residuals Clauses in IP Agreements and NDAs
Royalty Refresh (Part 1)
Royalty Refresh (Part 2)
US Intellectual Property Ownership – Default Laws

Outsourcing
Allocation of Responsibility for Compliance with Laws in BPO Transactions
An Overview of Benchmarking for Customers and Suppliers
Are You Within Market? A Look at Key Components of a Good Benchmarking Clause
Defining Transition Workstreams in Outsourcing and Managed Services Contracts
Disposition of Legacy Third-Party Contracts in Outsourcing Deals
Outsourcing and the Importance of Due Diligence
Third-Party Contract Due Diligence in Outsourcing Agreements
Vendor Financial Viability Provisions – the New Normal?

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

Service Agreements
Acceptance Requirements in Service Agreements
Audit Provisions in Services Agreements
Considerations When University Employees Provide Consulting Services to University Licensees
Contract Provisions Designed to Promote Accurate and Timely Invoicing
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)
Non-Solicitation Provisions: Purposes, Issues, and Limitations
Non-Solicitation Provisions: Specific Issues
Subcontractor Approval
Termination Provisions—Termination Assistance and Exit Rights

Sourcing
Contracting Strategies Can Help Navigate Changing Environments (Part 1)
Contracting Strategies Can Help Navigate Changing Environments (Part 2)
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
Required Consents Analysis in Due Diligence
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)

System Development and Implementation
10 Issues to Consider When Implementing an ERP System
10 Performance ‘Incentives’ to Consider When Structuring Your System Development or Implementation Contract

Technology and Tech Transactions
Divestiture Provisions in Software License and Services Contracts—Not a Big Deal Until You Need Them
Key Considerations in Understanding and Negotiating IT Agreements
Open Sourcery
Purview Doctrine Does a Guaranty Need to be Reaffirmed When Amending a Guaranteed Contract

Source Code Escrow (Part 1)
Source Code Escrow (Part 2)
What Do You Know About the Force Majeure Clause in Your IT Services Contract?

Transformation
Changing How We Deal with Change in Transformational Deals - Contracting for People
Key Provisions in Transition Services Agreements
Technology Transformation in Outsourcing Agreements (Part 1)
Technology Transformation in Outsourcing Agreements (Part 2)
Technology Transformation in Outsourcing Agreements (Part 3)

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