Tech & Sourcing @ Morgan Lewis

Legal departments and contract teams are now often under pressure to move faster, provide value, and streamline processes all while contracts increase in length and complexity to address changes in technology (e.g., artificial intelligence) and laws (e.g., various privacy and regulatory requirements). The good news is that meaningful contract streamlining does not require a full rewrite or oversimplification of existing templates. Small, targeted changes can improve speed to contract, clarity of the agreement, and usability for both the legal/contract team and business team stakeholders.

In Part 1 of this series, we discussed why artificial intelligence (AI) agents present unique challenges for technology and outsourcing contracts. As businesses move from development to deploying them in real-world operations, contracts must grapple with governance and accountability issues, such as how these tools are monitored, managed, and held accountable.

As businesses move quickly to adopt artificial intelligence agents, contracts for their development and implementation raise novel questions around ownership, accountability, and risk. In this first post of a two-part series, we explore why these issues matter and what technology and sourcing lawyers should be considering as clients engage vendors in this emerging space.

Clauses dealing with intellectual property (IP) rights in commercial agreements can present nuanced challenges, particularly when they relate to information exchange. Two such clauses that often surface in technology contracts are residuals clauses and affirmative feedback licenses. While both relate to information shared during the course of a commercial relationship, they serve very different purposes and have distinct implications for IP ownership, confidentiality, and future use.

Today’s retail operations depend on far more than the products on store shelves or the design of an ecommerce site. Behind the scenes, a fulfilment provider may rely on regional couriers, a payment processor on a cloud host, and a call center on an outsourced customer service team. These multi-tiered networks enable retailers to meet rising expectations for speed, convenience, and availability, but they also introduce points of failure that can disrupt service, delay deliveries, or compromise sensitive customer data.

Given the rapid, sweeping, and unpredictable changes in the tariff landscape, we return to the force majeure clause, a now-recurring theme following the COVID-19 pandemic and cyberattacks. Although, like many force majeure events, tariffs can significantly disrupt or alter markets, tariffs’ nature, duration, and potential impact differ markedly. Despite renewed attention, the force majeure clause may not be a tariff elixir.

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.