Tech & Sourcing @ Morgan Lewis

Modern brand partnerships raise contract questions around exclusivity, reputational risk, how influencer and celebrity content can be used after it is posted, and how the parties will measure performance. Part 2 of this Contract Corner series examines how parties can address those issues in their agreements.

Brand partnerships are expanding beyond traditional sponsorships and celebrity endorsements into arrangements that can combine licensing, content creation, product development, distribution, and data sharing. As those relationships become more complex, contracts need to clearly define the partnership, control of brand assets, and what happens to jointly created materials when the relationship ends.

As a follow-up to Part 1, in which we discussed increased reliability on sourcing teams’ input for commercial negotiations, this Part 2 discusses additional common provisions sourcing teams should consider in their oversight and management of the contracting process.

Sourcing teams are assuming increasing responsibilities in the contracting process, playing a central role in managing an array of issues, including legal, operational, financial, and information security risks. In an effort to streamline contracting lifecycles and reduce legal costs, companies often prefer legal counsel to focus on complex issues around intellectual property rights, indemnification, or regulatory compliance. This often leaves important unresolved issues to be negotiated by the sourcing team.

Fortunately, by focusing on certain terms of outsized impact that arise across deals, sourcing departments can contribute significantly to managing their companies’ risk profiles.

While a freedom-to-operate (FTO) analysis often centers on patent or trademark searches, contractual commitments can establish the practical boundaries—or maze—of a company’s degrees of freedom. Organizations with a checklist of high-level issues to be addressed during contract discussion and negotiation (such as liability, compliance, and data protection) should consider adding FTO to that list. With a more holistic perspective of the FTO landscape and with business and technical teams’ input, commercial counsel can find creative ways to complete the puzzle.

Global outsourcing transactions often require companies to navigate not only complex commercial issues, but also employment-related regulations and local practices that can vary significantly across jurisdictions. As organizations continue to transform their operations through outsourcing, managed services, and digital and AI transformation initiatives, labor and employment considerations have become an increasingly important part of transaction planning. Partner Kat Gibson advises multinational companies on the employment issues that arise in outsourcing transactions, including employee transfers, workforce restructurings, reductions in force, consultation obligations, and cross-border employment compliance. We recently sat down with Kat to discuss some key labor issues companies should be thinking about when planning global outsourcing transactions.

World Intellectual Property Day on April 26, 2026 provides a timely lens through which to examine the increasingly complex role that intellectual property (IP) and commercial rights play across the sports industry. Far beyond traditional questions of trademark, copyright, patent, and design protection, the modern sports ecosystem is shaped by layered rights and contractual structures governing athlete branding, sponsorships, media distribution, data, venue technology, and emerging artificial intelligence (AI)-driven uses.

In our May 2025 blog post, Study Finds Average Cost of Data Breaches Significantly Increased Globally in 2024, we highlighted the key findings of the Ponemon Institute’s Cost of a Data Breach Report 2024. The Ponemon Institute has now published its Cost of a Data Breach Report 2025, showing a decrease in data breach costs, driven by faster identification and containment. Each year, the report sets forth a vast dataset analyzing data breaches at hundreds of organizations to spot trends and developments in security risks and best practices.

We are currently witnessing a fundamental shift in the role that AI plays in enterprise operations, transitioning from a system that responds when prompted to one that plans, decides, and acts on its own. This shift has a name: agentic AI. And for business leaders and counsel advising on technology strategy, it deserves serious attention right now.

The NCAA has ushered in a major shift in college sports commercial sponsorship: a shift that has the potential to reshape sponsorship strategies at every Division I school. Starting August 1, 2026, teams at Division I schools will be permitted to display commercial patches on uniforms, apparel, and equipment, subject to certain size and number restrictions.