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TECHNOLOGY, OUTSOURCING, AND COMMERCIAL TRANSACTIONS
NEWS FOR LAWYERS AND SOURCING PROFESSIONALS

As 2018 comes to a close, 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.

Picking up where we left off last week, we continue our refresher on common issues to consider when entering into a transaction that will include royalties. Today’s entry focuses on timing and reporting considerations for the calculation and payment of royalties.
It's one of the most commonly utilized commercial structures in various technology and intellectual property licensing deals: the royalty. As everyone's go-to payment mechanism for licensing deals, you may think that the nuances of royalty calculation and payment are well-defined and understood universally.
There is no “one size fits all” solution when drafting and negotiating the liability provisions relating to data protection obligations and security incidents.

In Part 1 and Part 2 of this Contract Corner, we discussed the importance of assessing and defining the types of data involved in a services agreement, and highlighted issues to consider with respect to the ownership and control of company and personal data.

Drafting and negotiating the data protection provisions in services agreements can be one of the trickier and more time-consuming aspects of the contracting process.
There is an adage that basically says that businesses don’t do business—people do business. That might seem obvious, but it’s useful when one stops and thinks about the interplay between a contract, how that contract is negotiated, and whether the relationship between the people who will be doing business can survive the negotiations.
A frequent point of contention between parties negotiating the allocation of risk related to intellectual property rights in connection with the acquisition of intellectual property is the interplay between the warranty and indemnification sections. Below we break down what to look for in these sections and how minor changes in the language can significantly change the rights a party is granting or receiving.
When in-house lawyers start thinking about how to support a business client that is looking to implement a new or replacement enterprise resource platform (or more commonly known as an ERP system), we often suggest that they first discuss these 10 framework issues to get a sense of the scale, complexity, and timing of the potential transaction.
In Part 1 of this Contract Corner on Software as a Service (SaaS) agreements, we discussed ownership and use issues in SaaS transactions where the application is provided and hosted as a dedicated instance with common base software (sometimes with customization or variation) but running as a separate instance in a dedicated environment.