Tech & Sourcing @ Morgan Lewis

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.

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?