Tech & Sourcing @ Morgan Lewis

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).

The United Kingdom’s Department for Digital, Culture, Media & Sport (DCMS) is requesting views on supply chain cybersecurity, which it will look to incorporate into its new National Cyber Security Strategy.

For UK companies choosing between hiring employees or using independent contractors, there are important legal risks that must be taken into consideration. In addition, agile and remote workforces are a hot topic as companies around the world are considering new ways of working following the COVID-19 pandemic. However, in the post-Brexit United Kingdom, the idea that people can work in any place at any time presents tax, data protection, and employment law challenges.

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.

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.

A common concern of parties involved in technology transactions is the potential high costs incurred in the event of a data breach. In an attempt to establish the legitimacy of the amounts one can actually expect to face, the Ponemon Institute, considered the preeminent research center dedicated to privacy, data protection, and information security policy, published the Cost of a Data Breach Report setting forth a vast data set that analyzed data breaches at over 500 organizations to spot trends and developments in security risks and best practices.

As discussed in a post from last month, annual spending worldwide on cloud services continues to rise with an expected increase up to $332 billion by the end of 2021, which is an increase from $270 billion in 2020. While the private sector is marching forward with increased reliance on hosted services, US government organizations have followed suit by increasing spending in cloud-based solutions allowing them to capitalize on the cost-savings and innovation gained by SaaS offerings.

The European Cloud User Coalition (ECUC) published a paper (the Position Paper) on May 17 recommending, among other matters, the adoption of “model clauses” for the long-term compliant use of cloud technologies.

There are often misconceptions in connection with negotiating intellectual property (IP) development agreements with developers located in Russia. This post details five common misconceptions and provides tips for complying with applicable laws in connection with such agreements.