Tech & Sourcing @ Morgan Lewis

As we reach the end of the year 2022, 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.

As a Service

• SaaS Enabled Marketplace Terms – Part 1: The Integrator’s Dilemma
• SaaS Enabled Marketplace Terms – Part 2: Hitting Reset

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
• NFTs: Key Considerations for Rights Clearance

 Cloud

• Basics of Uptime Commitment in Cloud Service Level Agreements
• Checklist for Moving from an On-Premises to a Cloud Solution
• 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
• SaaS Escrow Considerations (Part 1)
• SaaS Escrow Considerations (Part 2)
• 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)
• Suspension Rights in SaaS Agreements
• 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)
• Common Issues in Sponsorship Agreements – Part 1: Knowing What You’re Getting, What You’re Paying For, and What Happens When Everything Changes
• Common Issues in Sponsorship Agreements – Part 2: Maximizing Value While Protecting Your Brand
• The Concept of Good Faith in Commercial Contracts under English law
• Merchandise License Agreements
• Practical Tips for Amending Complex Commercial Contracts
• Sole and Exclusive Remedy Provisions

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
• Considerations for Autorenewal Provisions
• Cracks in the Confidentiality Exception Boilerplate
• Dispute Resolution in International Agreements
• Exceptions to Unenforceability of Termination in the Event of Bankruptcy Clauses (Part 2)
• 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)
• Who Was That? Dealing With Turnover

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
• 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

• Considerations for Updating Standard Contractual Clauses
• 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
• Key Considerations for IP Rights in Tech Transformation Projects
• Managing IP Rights for Technology 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
• From Pandemic Challenges to a Potential Recession – Are Your Outsourcing Contracts Up to Date?
• Outsourcing and the Importance of Due Diligence
• Third-Party Contract Due Diligence in Outsourcing Agreements
• Transition-Out Obligations in Service 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
• Considering Security, Audit, and Other Key Provisions When Your Supplier Shifts to a More Permanent Remote Work Model
• Cost of Living Adjustment Considerations in Services Contracts Among Rising Inflation
• 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
• Service Level Methodology Basics – 10 Key Components
• 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
• 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
• Developing a Transformation Plan
• 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)
• Tips for Negotiating a Major Platform Modernization Contract

Website and Online Presence Management

• Is it Time to Update Your Website Terms of Use?
• Understanding Acceptable Use Policies