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TECHNOLOGY, OUTSOURCING, AND COMMERCIAL TRANSACTIONS
NEWS FOR LAWYERS AND SOURCING PROFESSIONALS
As 2017 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.
An assignment and delegation provision is the clause that specifies a party’s ability to assign its rights or delegate its duties under an agreement. It is a provision that is often placed in the “miscellaneous” or “general” sections of commercial contracts, but it should not be thought of as standard “boilerplate” language that never changes.
A liquidated damages clause can be a useful tool in a contract to reduce uncertainty and the time and resources spent on potential disputes. Liquidated damages clauses specify the amount of damages to be paid by the breaching party in the event of certain types of breaches as defined in the contract by the parties.
In our earlier Contract Corner post, we discussed the need for change management provisions to reduce the risk of costly renegotiations that could otherwise arise from changes that occur over the life of the long-term commercial agreement. Among those contractual provisions, we discussed the need to define mandatory changes and allocate responsibility for the costs associated with changes. In Part 2 of our series, we discuss below the procedural mechanisms for managing change.
While a primary goal of any well-crafted commercial agreement is durability—terms that work for the life of the agreement—the only certainty in the course of a long-term commercial relationship is the inevitability of change.
A seismic shift is afoot in the intelligence, complexity, and interconnectedness of everyday products, and the flimsy foundation of customer assent to standard terms will continue to crack, if not collapse.
We get it. You sell widgets. You’ve always sold widgets. Your time-tested terms of sale/purchase have served you faithfully through product, industry, and economic cycles. You don’t sell apps or clouds, so why should this brave new digital world shake up your contracting process?
In the first part of this two-part series, we briefly discussed three contract models and how they correlate complexity with shifting technology landscapes. The third model looked at where outsourcing and robotics intersect, and we stated that much of the success of this integrated model will rest with the fee schedule, how pricing is set up, and how the risk of transformation is shifted.
If you have been around technology-centric work for a while, you may have come to realize that many “technology” programs really aren’t about technology at all—the technology simply functions as a conduit for business change.
Picking up where we left off last week, below are some additional distinctions for escrow arrangements in the software as a service (SaaS) context and related customer and vendor considerations.