Exceptions to confidentiality obligations are largely standardized, but in some contracts a copy-and-paste approach could, at best, lead to uncertainty and, at worst, undermine key aims of the transaction.
Tech & Sourcing @ Morgan Lewis
TECHNOLOGY TRANSACTIONS, OUTSOURCING, AND COMMERCIAL CONTRACTS NEWS FOR LAWYERS AND SOURCING PROFESSIONALS
Planning for major service disruptions and disasters, such as prolonged power failures, fires, flooding, and other extreme weather events, is an important element of strategic technology and service agreements.
Changes to complex commercial contracts are inevitable. These contracts, such as large outsourcing agreements, typically include a master services agreement (MSA) and a high number of exhibits and attachments describing the scope, performance standards, financials, and other contractual requirements in detail. Some deals can end up containing over 50–75 documents (or more!) in total. Given their strategic importance, these agreements often require numerous amendments as the relationship evolves over time and changes need to be formally documented.
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 2021 picks up speed, 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.