TECHNOLOGY, OUTSOURCING, AND COMMERCIAL TRANSACTIONS
NEWS FOR LAWYERS AND SOURCING PROFESSIONALS

The UK government is considering responses to its proposed reforms to auto-subscription rules for consumer contracts, as part of a broader consultation on reforming UK competition and consumer policy.

As 2021 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.

The Court of Justice of the European Union (CJEU) has held in Case C-410/19 The Software Incubator Ltd v Computer Associates (UK) Ltd that the supply of software by electronic means, where accompanied by the grant of a perpetual user license in return for a fee, could constitute a “sale of goods” for the purpose of defining a commercial agent under the EU Commercial Agents Directive (the Directive).

Last week, we started to take a look at key issues sponsors should be mindful of when entering into a sponsorship agreement, particularly for sponsorship of a team, event, venue, individual influencer or player, or similar arrangements.

With many sports, music, and other events returning to in-person attendance after a prolonged hiatus for pandemic-related reasons, and others continuing to be conducted in front of huge virtual audiences, we think it’s a good time to run through some of the most common issues we encounter in sponsorship agreements.
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.
On July 1, 2021, the National Collegiate Athletic Association (NCAA) officially changed its rules prohibiting college athletes from receiving benefits from their name, image, and likeness. This is arguably the most significant day in the history of the NCAA as this landmark decision represents a monumental shift in the NCAA’s policies surrounding amateurism of athletes.
The US Department of Justice (DOJ) announced on January 13 that it had completed its review of a proposed joint patent licensing pool known as the University Technology Licensing Program (UTLP) of 15 participating universities. The DOJ concluded that the UTLP was unlikely to harm competition and would benefit licensees and the public to the extent that the UTLP would make it easier to commercialize inventions that may be currently unlicensed or underutilized.
Adding corporate flexibility to IT-related commercial contracts can make seemingly unrelated mergers and acquisitions (M&A) transactions a bit less complex.
In a prior series of posts, we discussed issues relating to intellectual property indemnification, including some exceptions, remedies, and allocation of liability. Given that these provisions often involve taxing negotiations and that many technologies have become intertwined, below we explore some nuanced—and frequently sticky—issues regarding third-party products and how they can be resolved.