Tech & Sourcing @ Morgan Lewis

With the COVID-19 pandemic, many industries experienced a major shift in how the personnel of key suppliers worked, with “nonessential” personnel in large part working remotely. When this shift to remote work first happened (rather abruptly for many companies), security was a critical consideration, but one that was handled in many instances outside the supplier contract, with both parties focusing on keeping business operations going with must-have data and security safeguards in place.

The COVID-19 pandemic introduced unprecedented challenges, requiring companies to adapt quickly to the way their personnel work, changes in their business offerings, and how they interact with their customers and suppliers. With some time to adjust to the “new normal” of the pandemic (and hopefully soon, the post-pandemic), many companies are looking ahead—with a potential economic downturn being top of mind.

Emily Lowe and Ben Klaber recently presented a webinar on key contracting considerations in life sciences supply chain and manufacturing transactions as part of Morgan Lewis’ ongoing Digital Disruption and Innovation webinar series.

The UK government is considering responses to its proposed reforms to auto-subscription rules for consumer contracts, as part of a broader consultation on reforming UK competition and consumer policy.

Companies are transforming legacy systems, implementing automation and artificial intelligence tools, embedding digital capabilities into their products, shifting to cloud solutions and leveraging technology to better connect to their customers, personnel, and third parties, all at an unprecedented pace. The focus on businesses to get to market faster, reach a broader audience and provide real-time interaction has in turn put pressure on legal and sourcing documents to keep up. The complexity and volume of the numbers of projects (and contracts) can be daunting — especially for companies that have not yet elevated the importance of the technology law function within their organizations.

The Board of the International Organization of Securities Commissions (IOSCO) has published a set of revised outsourcing principles for regulated entities. IOSCO is an international policy forum for securities regulators and a global standard-setter for securities regulation whose membership regulates more than 95% of the world's securities markets.

During the last year, we have seen a significant shift to “as a service” models and cloud solutions, as well as heightened attention on outsourcing as a strategic business tool to enable scalability, improved service, and accelerated access to in-demand technology and resources. This increased reliance on vendor performance to enable business operations has underscored the importance of implementing a solid service level methodology in order to: establish performance metrics that align with the customer’s expectations and business requirements; measure, monitor, and report performance against the metrics; set out the remedies for service level defaults, including service level credits and termination rights; and agree to events that may excuse performance resulting in missed service levels.

The Chancery Lane Project, a UK-based nonprofit network of legal professionals, has published a “Net Zero Toolkit” to help organizations achieve net zero goals. The toolkit includes 100 “climate clauses” aligned with the 2015 Paris Agreement goals.

Are you a customer negotiating a services agreement that will grant you access to use certain technology? Have you read through the agreement or accompanying links to determine if you need to adhere to an acceptable use policy (AUP) for such technology? In this post, we’ll discuss some of the items a customer should consider when reviewing AUPs within services agreements.

The inclusion of transition-out obligations within service agreements should not be overlooked in the contract drafting process because they help to provide a game plan if the service provider/customer relationship winds down. In this post, we discuss some of the items a contract drafter should consider when drafting clauses to address transition-out obligations.