Tech & Sourcing @ Morgan Lewis

The Clearing House (the oldest banking association and payments company in the United States) recently released a model agreement as a voluntary starting point to facilitate data sharing between financial institutions and fintech companies.

As mentioned in our recent blog post, Morgan Lewis, led by technology, outsourcing and commercial transactions partner Mike Pierides, hosted a roundtable on aviation technology contracts and issues on November 14 at the PSS2019: Retail Excellence conference. The roundtable included representatives from airlines, airline industry professionals, and technology suppliers.

Companies that use app-based technology platforms to connect consumers directly with service providers have faced an important question of whether the individuals providing the services are contractors or employees. California recently passed legislation that requires companies to treat contract workers that perform core company functions as employees.

A recent Delaware court ruling found an agreement to be unenforceable despite being executed by each of the parties via “orphan” signature pages because there was insufficient evidence that the parties had a meeting of the minds as to which version of the contract they were signing. While the facts of this case could be characterized as a “perfect storm” of circumstances to invalidate the commonly accepted practice, it is worth noting the court’s findings for any takeaways that could help you avoid being blindsided by the invalidation of a contract.

Partner Barbara Melby, the leader of our technology, outsourcing, and commercial transactions practice, will be presenting “Intellectual Property Issues in Outsourcing” at Practising Law Institute’s (PLI’s) upcoming Outsourcing 2019: Innovation and Disruption program.

Many contracts in the United Kingdom and elsewhere contain amounts that are indexed to the Retail Price Index (RPI).

Cybersecurity continues to be an issue at the forefront of many of our contract negotiations. Though not typically included in the “data security” section of an agreement, the level and scope of cyberinsurance coverage often plays an important factor in the discussions between customer and vendor.

Ed Hansen, Val Gross, and Morgan Richman will run a highly interactive two-part program, “How to Make Complex Contracts and Negotiations Work: Tips and Practices You Can Use Today,” at the Eastern Regional SIGnature Event.

Complexity in sourcing transactions relates to the interdependence between the parties executing a program.

Even with the standard independent contractor provision in a Master Services Agreement, when employees of the contractor work at a client's site, there can be a heightened risk for joint employment liability, especially where such employees were hired by the contractor as part of an outsourcing arrangement.