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

We are kicking off our Tech & Sourcing webinar series on October 13 with our first event, Service Engagements and Business Continuity: A Fresh Look. Morgan Lewis partners Barbara Melby and Michael Pillion will address the evolving approaches in services engagements, including how to address and allocate responsibility for unanticipated business interruptions and business continuity requirements. Barbara and Michael will discuss the following topics:

  • Industry views on business continuity and the current challenges
  • Current thinking on contract terms and considerations relating to business continuity
  • A fresh look at force majeure and excused event clauses

We hope you'll join us on Tuesday, October 13, 2020, from 12:00 to 1:00 pm ET.

Register for the webinar now >>

Peter Watt-Morse and Ben Klaber, members of our technology, outsourcing, and commercial transactions practice, will be presenting a one-hour session on cloud computing as part of the Pennsylvania Bar Institute’s (PBI’s) virtual Cyberlaw Update 2020. The session will take place Tuesday, September 29, 2020 at 10:10 am ET.

Peter and Ben will discuss the impact of cloud computing with our current remote work environment; data issues regarding ownership, access, and security; and specific cloud-impacted contract provisions such as service levels, transitions, and force majeure.

To register for the Cyberlaw Update (which includes CLE credits), please visit the PBI’s website.

With the world in various states of lockdown, your organization’s online presence is more important than ever…even more so with official enforcement of CCPA beginning last month. It may be a good time to spend an afternoon reviewing and updating the legal boilerplate on your organization’s website. Here is what we recommend for a basic three-part review to get you started:

  • Privacy Policy. Many clients updated their policy earlier this year to reflect changes required by CCPA. If you fall into this category, then ensuring that the proper version of your privacy policy is reflected on your website, typically in the footer, is a good idea. You would be surprised to know how many clients update their policy, but then fail to actually post the correct version publicly. If you did not recently review your privacy policy, it may be a good time to do so. In addition to seeking advice on changes recommended in light of CCPA, it is also good hygiene to pull the policy and give it a fresh read. Has your organization’s collection practices changed? Has your organization began using or disclosing data differently than it has in the past? A privacy policy only protects your organization to the extent that it is accurate and complete, so periodically spending an hour or so to ensure its accuracy is typically time well spent.

Adding corporate flexibility to IT-related commercial contracts can make seemingly unrelated mergers and acquisitions (M&A) transactions a bit less complex. Although many contracting parties already consider assignment rights and restrictions in relation to certain successor scenarios, the divestiture scenario—where contractual rights are not simply transferred in whole—deserves a closer look.

Although many companies are already revisiting contractual provisions relating to nonperformance, like force majeure clauses, as the coronavirus (COVID-19) pandemic continues to wreak havoc on public health and the economy, other proactive (but less publicized) contractual measures can facilitate early discovery and mitigation of potential nonperformance.

In a prior series of posts, we discussed issues relating to intellectual property indemnification, including some exceptions, remedies, and allocation of liability. Given that these provisions often involve taxing negotiations and that many technologies have become intertwined, below we explore some nuanced—and frequently sticky—issues regarding third-party products and how they can be resolved.

In April, we shared a LawFlash Outsourcing and Managed Services Agreements During COVID-19: Our Perspective. With the continued and unprecedented impact of the coronavirus (COVID-19) pandemic on business operations, we thought it would be timely to provide a brief update on five top-of-mind issues that we are addressing with outsourcing and managed services clients.

Remote Working

  • Many outsourcing and managed services agreements include strict requirements on the location of personnel, including the location of certain personnel onsite at a customer site and/or the location of offshore personnel at secure delivery centers with no permitted remote working. These physical location restrictions often are coupled with requirements with respect to the type of technology that can be used when connecting to or accessing the customer’s systems or interacting with end users (such as hardened desktops only, no personal devices), security requirements and detailed connectivity and bandwidth requirements (particularly if there are end user facing activities such as call centers).

The unprecedented conditions created by the coronavirus (COVID-19) pandemic and resulting government shutdown orders have placed significant roadblocks for the last step of documenting a contract or other legal document: authentication. The steps to overcome these roadblocks are highlighted two recent Morgan Lewis LawFlashes.

In COVID-19: How to Notarize Documents During a Pandemic, Jeannine Bishop and Kathleen Keyser describe both existing and recent emergency legislation that allows either temporary or permanent remote online notarization (RON) so that documents can be effectively notarized.

The conditions created by the coronavirus (COVID-19) pandemic and resulting government shutdown orders have raised questions across various industries regarding contractual rights and obligations during the crisis. One contract provision in particular is garnering signification attention: the force majeure clause. Recently, these clauses have evolved from boilerplate provisions at the end of a contract to now being front and center in many contract negotiations. In this blog post, we will review considerations for drafting force majeure clauses within the current environment.