Tech & Sourcing @ Morgan Lewis

In a March 2020 LawFlash, we highlighted that restrictions on service delivery locations and remote work could become key issues during the pandemic. Remote work was one of our five key issues in outsourcing and managed services in a follow-up article in June 2020. Our experience has since proven both articles to be correct. This Contract Corner will review the specific provisions that need to be reviewed based on continued remote work arrangements.

As 2021 picks up speed, 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 we’re almost a month into the New Year, we thought this would be the perfect time to share nine areas of your service agreement templates that you should consider reviewing and updating to ensure you start 2021 on the right foot. Some of these suggestions may seem like no-brainers, but they’re on the list for a reason, trust us.

Planning for a change in service providers can sometimes feel like a logistical nightmare, but with proper planning and a long-term outlook, you can ward off operational issues that may arise during the process of transitioning back in-house or to a replacement provider. In this post, we’ll discuss at a high level some of the items to consider when planning a change in service providers, or ideally to consider and build into any new service provider agreement at the outset.

The inclusion of acceptance requirements, including acceptance criteria for key activities and deliverables, within a service agreement can provide a blueprint for a service engagement’s success, and should not be overlooked during the contract drafting process. In this post, we’ll discuss at a high level some of the items a contract drafter should consider when drafting acceptance requirements.

If you have been involved with SaaS agreements or agreements that are for, or are enabled by, cloud services, you have seen or even drafted provisions relating to the right to use data processed on or generated through the use of the cloud platform.

You signed a deal with the US subsidiary of an India-based service provider, and the Indian parent issued a guaranty. Several years later, you are now amending the original master services agreement (MSA) to add to the scope or extend the term, and you are faced with the question of whether you need the guarantor to reconfirm that the guaranty continues in effect to the MSA, as amended— the best course of action is that you do.

When a company desires to develop technology, it has two options: develop the technology in-house by its employees, or contract with a third-party developer to develop the technology. Any time a company contracts with a third party to develop technology for the company, one of the key issues in the agreement should be allocation of intellectual property ownership.

The use of aggregated data by technology service providers is quite common in today’s landscape, and something that even traditionally cautious customers have become amenable to in the right circumstances and subject to proper limitations.

Adding corporate flexibility to IT-related commercial contracts can make seemingly unrelated mergers and acquisitions (M&A) transactions a bit less complex.