Tech & Sourcing @ Morgan Lewis

On June 4, 2021, the European Commission adopted its long-anticipated updated Standard Contractual Clauses (New SCCs) for use by organizations transferring personal data outside of the European Economic Area (EEA) to third countries that do not provide adequate protections in respect of personal data. For more information, read our June 10 LawFlash, New European Standard Contractual Clauses Adopted for International Data Transfers. In this post we look at some of the things that organizations will need to consider when updating their current standard contractual clauses (SCCs).

Autorenewal provisions (sometimes referred to as evergreen provisions) are common in commercial agreements for the provision of technology and related services. Vendors may want their agreements to autorenew to save time negotiating new contracts and to continue the customer relationship. Customers often desire to terminate an agreement, thinking they have the right to do so, only to realize the term of the agreement has been automatically renewed for another year or number of years.

Customers engaging a software as a service (SaaS) vendor often end up using the vendor’s form agreement, which can range from being extremely vendor friendly to middle of the road. Regardless of where it falls on the spectrum, a SaaS vendor’s agreement will most likely contain one or more provisions giving the vendor rights to suspend the services being provided under the agreement. Some common suspension rights we have seen in vendor agreements include suspension rights relating to nonpayment, disruptive use of the services, and violation of law through use of the services.

Picking up where we left off on April 6, below are some additional key issues to consider and address when negotiating an application purchase agreement.

The purchase of applications (or apps) is a comprehensive arrangement that includes the transfer of a variety of rights and assets, including intellectual property (IP) rights, software, human resources, equipment, and infrastructure, as well as the transfer of related contracts, accounts, and data. In this Contract Corner, we highlight key considerations for developing an application purchase agreement.

In a March 2020 LawFlash, we highlighted that restrictions on service delivery locations and remote work could become key issues during the pandemic. Remote work was one of our five key issues in outsourcing and managed services in a follow-up article in June 2020. Our experience has since proven both articles to be correct. This Contract Corner will review the specific provisions that need to be reviewed based on continued remote work arrangements.

As we’re almost a month into the New Year, we thought this would be the perfect time to share nine areas of your service agreement templates that you should consider reviewing and updating to ensure you start 2021 on the right foot. Some of these suggestions may seem like no-brainers, but they’re on the list for a reason, trust us.

Planning for a change in service providers can sometimes feel like a logistical nightmare, but with proper planning and a long-term outlook, you can ward off operational issues that may arise during the process of transitioning back in-house or to a replacement provider. In this post, we’ll discuss at a high level some of the items to consider when planning a change in service providers, or ideally to consider and build into any new service provider agreement at the outset.

The inclusion of acceptance requirements, including acceptance criteria for key activities and deliverables, within a service agreement can provide a blueprint for a service engagement’s success, and should not be overlooked during the contract drafting process. In this post, we’ll discuss at a high level some of the items a contract drafter should consider when drafting acceptance requirements.

If you have been involved with SaaS agreements or agreements that are for, or are enabled by, cloud services, you have seen or even drafted provisions relating to the right to use data processed on or generated through the use of the cloud platform.