Tech & Sourcing @ Morgan Lewis


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.

These posts cover different provisions and aspects of drafting commercial, outsourcing, and technology contracts:

Assignment and Delegation

The Drive to Automation and Your IT Outsourcing Contract

Change Management
Change Management in Commercial Contracts (Part 1)
Change Management in Commercial Contracts (Part 2)
Contracting Strategies Can Help Navigate Changing Environments (Part 1)
Contracting Strategies Can Help Navigate Changing Environments (Part 2)

Contracting Process
Changing How We Deal with Change in Transformational DealsContracting for People
Negotiating for People: Setting the Stage for a Collaborative Partnership with Your Vendors
Negotiating for People: Winning, Actually – Using Your Power Position to Achieve Success
Tired of Deal Fatigue? (Part 1)
Tired of Deal Fatigue? (Part 2: Root Causes)
Tired of Deal Fatigue? (Part 3: The Deal Process—A Life Cycle)

Cybersecurity (Part 2)
Cybersecurity (Part 3)
Do Your Homework: Cybersecurity Considerations When Leveraging Cloud-Based Outsourcing Solutions

Liquidated Damages Clauses

Data Aggregation
Considering Rights to Use Aggregated Data in Service Relationships

Data Commons
Data Commons (Part 1 - The Framework)
Data Commons (Part 2 – The Approach)

Data Protection
Contract Terms Associated with Data Breaches—It’s a Balancing Act
Data Safeguards in Services Agreements (Part 1)
Data Safeguards in Services Agreements (Part 2)
Data Safeguards in Services Agreements (Part 3)
Data Safeguards in Services Agreements (Part 4)
GDPR and Data Processing Addendums (Part 1 - Precedence Clauses)
GDPR and Data Processing Addendums (Part 2 – Commercial Issues)

Dispute Resolution
Dispute Resolution in International Agreements

Force Majeure
What Do You Know About the Force Majeure Clause in Your IT Services Contract?

Global Agreements
Global versus Local Agreements

IP Indemnification
IP Indemnification – Part 2
IP Warranties v. IP Indemnification

Is Your Insurance Provision Meeting Its Full Potential?

Internet of Things
Standard Terms in the ‘Widgetal’ Age
Standard Terms in the IoT Age

Contract Provisions Designed to Promote Accurate and Timely Invoicing

IT Agreements
10 Issues to Consider When Implementing an ERP System
Key Considerations in Understanding and Negotiating IT Agreements
Software as a Service (SaaS) Agreements: Who Owns What? (Part 1: Dedicated Instance SaaS Solutions)
Software as a Service (SaaS) Agreements: Who Owns What? (Part 2: Multitenant SaaS Solutions)
Understanding the Shared Responsibility Model in Cloud Services Agreements

License and IP Rights
Best Practices for Securing IP Ownership
Considering Usage Rights in Software License Agreements
Contractual Allocation of Intellectual Property Ownership
Drafting to Protect Your IP Rights in Licensor's Bankruptcy
IP Agreements: Don’t Forget the Feedback Clause
Residuals Clauses in IP Agreements and NDAs
US Intellectual Property Ownership – Default Laws

Limitation of Liability
Limitations of Liability—Structure and Enforceability
Limitations of Liability—Damages
Limitations of Liability—Exceptions and Caps
‘Tricks’ of the Trade: (Un)limited Liability for Information Security

Non-Disclosure Agreements
Is it Time for Form NDA Spring Cleaning?
Key Considerations in Understanding and Negotiating Non-Disclosure Agreements

Non-Solicitation Provisions: Purposes, Issues, and Limitations
Non-Solicitation Provisions: Specific Issues

Online Presence Management
Is it Time to Update Your Website Terms of Use?

Open Source
Open Sourcery

Royalty Refresh (Part 1)
Royalty Refresh (Part 2)

Source Code Escrow
Source Code Escrow (Part 1)
Source Code Escrow (Part 2)
SaaS Escrow Considerations (Part 1)
SaaS Escrow Considerations (Part 2)

Subcontractor Approval

Term (Part 1)
Term (Part 2)

Provisions—Maximizing Flexibility
Termination Provisions—Termination Assistance and Exit Rights