Tech & Sourcing @ Morgan Lewis

A significant number of legacy software solutions are now incorporating generative artificial intelligence (GenAI), and most new software solutions have some form of GenAI capabilities. This is true across the majority of, if not all, industries and, as such, it is not surprising that we are seeing a large increase in GenAI-related queries from businesses that use, or are procuring, software.

In part one, we discussed key considerations for the possible inclusion of commercial contract provisions affording a party with excusal/relief from liability for nonperformance of an obligation that it otherwise would have been required to perform under the agreement (relief provision).

Commercial contract provisions affording a party with an excuse from performance can take varying shapes and sizes, but they all serve the purpose of relieving the party from liability for nonperformance of an obligation that it otherwise would have been required to perform under the agreement.

In the rapidly evolving world of software licensing and distribution, many vendors (and therefore customers) are considering a shift from traditional customer-hosted software solutions to Software as a Service (SaaS) platforms, which are hosted by the vendor and then accessed by the customer’s users remotely. This transition is not merely an infrastructure change, and may also involve significant modifications to business operations and legal agreements. Here are some key considerations for businesses planning to make this shift.

In Part 1, we discussed how companies rely on social media influencers to promote their products and services online, and certain items to consider when drafting an influencer agreement. In this Part 2 blog post, we’ll focus on drafting from the influencer’s side of the table.

As consumer products and services companies continually seek to find ways to market to their consumer base, over the last several years, many companies have begun relying on social media influencers to promote their products and services online. In this post, we’ll discuss some key areas a contract drafter may consider when drafting a social media influencer agreement on behalf of a company.

An indemnification provision serves as a contractual remedy to redress a party’s (or third party’s) financial loss suffered as a result of a claim, breach, or some other event or condition set forth in the provision. Indemnification serves as a risk allocation mechanism derived originally from insurance law. Each term—“indemnify,” “defend,” and “hold harmless”—has a distinct and important role in an indemnity clause, so it is important to understand the nuances and differences among the three terms.

As we reach the end of 2023, we have once again compiled all of 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.

It is no secret that usage of artificial intelligence (AI) technologies continues to expand at a rapid pace. In fact, Flexera’s 2023 Tech Spend Pulse, which is based on a survey of 506 information technology executives across the world, found that investments in AI technologies are surging to a 68% planned increase in use. That figure was the highest of all technologies in the survey.

It is often appealing for businesses that are under pressure to get contracts signed to turn to template documents. While these templates can be very convenient, it is imperative, especially with regard to liability provisions, to carefully consider the actual intentions of the parties and what, if any, amendments will be needed to such template provisions.