Tech & Sourcing @ Morgan Lewis

Commercial contracts are typically represented by two separate, yet equally important, components: the master agreement that contains primarily legal terms, and the ordering documentation that contains primarily commercial terms.

This article explores some of the unique considerations in the shift to cloud-native ERP solutions. These considerations are in addition to typical commercial contracting issues, such as risk allocation, downside protections, data protection, cybersecurity, and termination and disengagement services rights.

Chicago recently experienced its first dust storm since 1934, resulting in low to zero visibility in some parts of the city.

Sports sponsorship contracts traditionally focus on category exclusivity and entitlements while overlooking data sharing language. However, with the rapid evolution of data usage in the industry, incorporating data sharing rights and obligations in sponsorship contracts is essential to maximize benefits for sponsors and sports entities.

As the summer 2025 concert season continues to ramp up, we want to take the opportunity to explain why your favorite band or artist might only be performing once in your region this summer: a radius clause.

Interest in offshore business centers, commonly known as global capability centers (GCCs), continues to rise as US companies across industries look to establish overseas offices and hire skilled workers to support critical business functions and technology services.

In the case of the ownership of intellectual property (IP) developed by a supplier as part of a service agreement with a customer, should the traditional position that the customer should own all developed IP always be the position agreed upon by the parties?

Use restrictions in software as a service (SaaS) agreements work in tandem with the scope of access and use rights provisions to clarify the scope of a user’s right to use a SaaS solution. These restrictions will be extremely important to the SaaS provider, however, consideration of such restrictions is also paramount for the users of the SaaS solution.

An essential feature for customers in outsourcing software licensing and arrangements is the provision of robust protection against any software that could embed and distribute malware. To address these concerns, the inclusion of a no-virus warranty has become a common expectation on customers’ side.

When a contracting party decides that the counterparty is worth an exclusive commitment, such a decision often rests on some minimum expectations and basic assumptions. But, in light of Murphy’s law, it may be worthwhile to put the proposed union through a stress test.