TECHNOLOGY, OUTSOURCING, AND COMMERCIAL TRANSACTIONS
NEWS FOR LAWYERS AND SOURCING PROFESSIONALS
A new Morgan Lewis White Paper, Bipartisan Proposal Attempts to Provide Solutions for Comprehensive Regulation of Digital Assets, analyzes the proposed Responsible Financial Innovation Act (RFIA) in the United States from several different angles, including with respect to issues such as key definitions in this emerging space, jurisdiction, ancillary assets (which are not fully decentralized), stablecoin issuance, taxes, disclosures, and money transmission. 
As we discussed in Part 1 of this blog series, many SaaS providers are seizing opportunities to expand their offerings and become a go-to marketplace or network, but their original contract terms and procedures often don’t fit their evolving business models.
As more and more SaaS providers, in digital health, fintech, and other industries, look for ways to integrate with and offer third-party applications (in their quest for powerful network effects), they eventually reach a point where the reality contemplated by their original standard terms and the world (or metaverse) of their now-envisioned business model diverge.
When two parties engage in a merger or acquisition, there are several processes that must take place before the transaction can be completed, including due diligence of the seller’s assets—and particularly the seller’s relevant and material intellectual property (IP).
When two parties come together to discuss a new idea or potential collaboration, the parties are usually operating under the protection of a non-disclosure agreement (NDA). If the parties decide to work together, they will most likely enter into a services agreement outlining their respective rights and obligations, including intellectual property (IP) ownership and commercialization rights. Occasionally, parties operating solely under an NDA may start collaborating in a way that’s not fully covered by the NDA prior to entering into a services agreement because they’re just not at that stage of the relationship yet. Regardless of whether the parties are ready to enter into such an agreement, if there is any potential for IP to be created in connection with such a collaboration (even if it’s fairly informal), the agreement between the parties needs to address the rights of each party with respect to any such IP.
Join partners Mike Pierides, from our London office, and Peter M. Watt-Morse, from our Pittsburgh office, at 12:00 pm ET on Tuesday, May 17 as they share highlights from the top articles posted over the past year on our Tech & Sourcing @ Morgan Lewis blog.
Limitation of liability provisions are standard in almost every contract and are essential in helping the contract parties limit their risk. These provisions typically contain a broad disclaimer of consequential damages and a cap on direct damages; however, it is common practice to exclude certain types of damages from such disclaimers and/or caps.
Emily Lowe and Ben Klaber recently presented a webinar on key contracting considerations in life sciences supply chain and manufacturing transactions as part of Morgan Lewis’ ongoing Digital Disruption and Innovation webinar series.
In late 2021, the Luxembourg Commission de Surveillance du Secteur Financier (CSSF) published Circular CSSF 21/785 (the Circular), which introduced a more relaxed approach on the communication requirements in relation to material IT outsourcing (including to cloud-based infrastructures).
The White House issued an executive order on March 9 relating to the responsible development of digital assets in the United States. This executive order outlines the first ever whole-of-government approach to both addressing the risks of digital assets and maximizing the potential benefits.