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

Last week, we started to take a look at key issues sponsors should be mindful of when entering into a sponsorship agreement, particularly for sponsorship of a team, event, venue, individual influencer or player, or similar arrangements.

Contract Corner
With many sports, music, and other events returning to in-person attendance after a prolonged hiatus for pandemic-related reasons, and others continuing to be conducted in front of huge virtual audiences, we think it’s a good time to run through some of the most common issues we encounter in sponsorship agreements.
We recently highlighted the Morgan Lewis financial services team’s overview of proposed guidance released by the three federal banking agencies with respect to third-party relationships within the fintech industry. The federal banking agencies, though, are not alone when it comes to guidance on third-party vendors.

As further guidance and regulations are proposed and begin to take shape with respect to relationships between banking organizations and third parties, including those in the fintech industry, our multidisciplinary teams here at Morgan Lewis are tracking each development. In July, shortly after the three federal banking agencies (the Federal Reserve Board, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency) released their proposed risk management guidance regarding third-party relationships, our banking and financial services team provided a general overview highlighting the key takeaways from the proposal. If you have any specific questions, please reach out to your Morgan Lewis team for assistance.

Contract Corner
With the recent onslaught of ransomware attacks, it’s time to revisit force majeure clauses (again). Earlier in the pandemic, we reviewed how COVID-19 could impact force majeure provisions. Since then, there has been a flurry of analyzing, renegotiating, and testing contractual language, as parties work through, or anticipate, pandemic-related difficulties. While contracting parties focus on striking a balance of when, and to what extent, a party’s performance will be excused due to pandemic-related circumstances, a different threat could follow a similar trajectory.
Contract Corner
Exceptions to confidentiality obligations are largely standardized, but in some contracts a copy-and-paste approach could, at best, lead to uncertainty and, at worst, undermine key aims of the transaction.
A recent judgment by the High Court of England and Wales in the case of Jamp Pharma Corp v. Unichem Laboratories Limited has held that agreements reached as part of contract negotiations for contracts governed by English law may be impliedly “subject to contract” without the need to expressly state that the discussions and documents are “subject to contract” prior to a formal executed agreement.
Contract Corner
Planning for major service disruptions and disasters, such as prolonged power failures, fires, flooding, and other extreme weather events, is an important element of strategic technology and service agreements.
The European Securities and Markets Authority (ESMA) on May 10 published final guidelines on outsourcing to cloud service providers (ESMA Guidelines) to help firms and competent authorities identify, address, and monitor the risks and challenges arising from cloud outsourcing arrangements. Subject to a few clarifications, the ESMA Guidelines are broadly consistent with the draft guidelines.