Contract Corner
As 2021 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.
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
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
- Suspension Rights in SaaS 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
- Practical Tips for Amending Complex Commercial Contracts
- Common Issues in Sponsorship Agreements – Part 2: Maximizing Value While Protecting Your Brand
- Common Issues in Sponsorship Agreements – Part 1: Knowing What You’re Getting, What You’re Paying For, and What Happens When Everything Changes
Connected Devices and Internet of Things (IOT)
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)
- Cracks in the Confidentiality Exception Boilerplate
- Considerations for Autorenewal Provisions
COVID-19
- Drafting a Force Majeure Clause in the COVID-19 Era
- Service Locations and Remote Work Following COVID-19
- Key Considerations for Business Continuity and Disaster Recovery Provisions
- Phishing for Force Majeure – What’s the Catch?
- 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
- Protecting Data – Considerations for Drafting Security Schedules
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
- Considerations for Updating Standard Contractual Clauses
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
- Key Considerations for IP Rights in Tech Transformation Projects
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?
- Transition-Out Obligations in Service Agreements
Privacy
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
- Service Level Methodology Basics – 10 Key Components
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
- Key Considerations for Application Purchase Agreements (Part 2)
- Key Considerations for Application Purchase Agreements (Part 1)
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)
- Developing a Transformation Plan
Website and Online Presence Management