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

The unprecedented conditions created by the coronavirus (COVID-19) pandemic and resulting government shutdown orders have placed significant roadblocks for the last step of documenting a contract or other legal document: authentication. The steps to overcome these roadblocks are highlighted two recent Morgan Lewis LawFlashes.

In COVID-19: How to Notarize Documents During a Pandemic, Jeannine Bishop and Kathleen Keyser describe both existing and recent emergency legislation that allows either temporary or permanent remote online notarization (RON) so that documents can be effectively notarized.

The conditions created by the coronavirus (COVID-19) pandemic and resulting government shutdown orders have raised questions across various industries regarding contractual rights and obligations during the crisis. One contract provision in particular is garnering signification attention: the force majeure clause. Recently, these clauses have evolved from boilerplate provisions at the end of a contract to now being front and center in many contract negotiations. In this blog post, we will review considerations for drafting force majeure clauses within the current environment.

Please join us as we examine highlights from the Contract Corner feature on our Tech & Sourcing @ Morgan Lewis blog. The series reviews essential issues and practical pointers for technology, outsourcing, and commercial agreements.

Partners Peter M. Watt-Morse and Mike Pierides will discuss the following topics:

  • Analysis of contract rights
  • Bankruptcy impact
  • Termination and renewal issues
  • Cybersecurity and data protection
  • Licensing and IP rights

We hope you’ll join us on Tuesday, May 12, at 12:00–1:00 pm ET, 9:00–10:00 am PT, and 5:00–6:00 pm GMT.

Register for the webinar now >>

See the full schedule of events >>

We hope to see you for our annual series—now in its 10th year—of tailored webinars focused on current technology issues, trends, and developments that are of key importance to our friends and clients.

This year, the coronavirus (COVID-19) pandemic provides unique challenges for the technology sector. We will address these issues across our full slate of programming, as well as in a dedicated COVID-19 track of events.

Select programs will include:

  • The Fourth Industrial Revolution: What Do Automation and Outsourcing in the 21st Century Mean for the Modern Workplace?
  • Successful Cyberincident Response in 2020
  • Contract Corner: The Year in Review (covering our Tech & Sourcing @ Morgan Lewis Contract Corner series)
  • Business Processes Outsourcing: Tricks and Tips from the Russian Law Perspective
  • IP Year in Review: Important Cases Decided in 2019
  • COVID-19 Exposes New Supply Chain Risks
  • Effect of COVID-19 on the Fintech Sector

See the full schedule of events >

New York’s Department of Financial Services (DFS) issued guidance on April 13 alerting regulated entities of the significant increase in cybercrime during the coronavirus (COVID-19) pandemic.

Specifically, DFS noted several cybersecurity risks resulting from the realities of a remote workforce. With the increase of remote working, companies have issued new devices to employees and in many cases allow employees to use their personal devices to remotely access company information. These practices understandably subject companies to increased risk of phishing attacks and the leak of confidential information. Remote connections need to be as secure as possible using mechanisms like Multi-Factor Authentication and secure VPN connections so that data is safely and properly encrypted in transit. Regulated entities should be sure that all devices have the necessary and proper security software and that employees are trained properly on how to use applications securely.

There comes a time when every contract will come to an end; however, what happens when the parties don’t want that to happen but there are no provisions in the contract dealing with extension rights? In this blog we analyze good practices in relation to extending contracts where there is no express right of extension.

Old Contract or New Contract

Consider whether the intention of the parties is merely an extension of the period under which the current terms are to continue or whether, in addition to an extension of such period, the parties intend to make other changes to the contract. If the circumstances point to the latter, parties should consider whether a new contract is more appropriate. Some considerations for moving to a new contract may include updates to pricing or other business terms, a reset of any liability caps or accrued rights under the current contract, and a clear delineation between liabilities under the current contract and those under the new contract.

Please join us for a discussion of how the coronavirus (COVID-19) pandemic will affect existing and future outsourcing contracts and relationships. Partners Barbara Melby, Michael Pillion, and Mike Pierides will discuss the following topics:

  • Excused events and associated provisions
  • Business continuity: then, now, and going forward
  • Remote working blessings and challenges
  • Scalability and change
  • Step in, termination, and renegotiation

We hope you’ll join us on Tuesday, April 28, at 12:00–1:00 pm ET, 9:00-10:00 am PT, and 5:00-6:00 pm BST.

Register for the webinar now >>

Often included in long-term outsourcing/managed services agreements but sometimes overlooked as a contractual right, in this post we look at benchmarking provisions, including what benchmarking is, common rights and restrictions, and other considerations for customers and suppliers.

What Is Benchmarking?

Benchmarking provisions grant the customer a right to appoint a third-party organization (the benchmarker) to undertake a review of the price and/or the level of service that is being offered by the supplier under a contract as compared to the price and/or level of service offered by comparable suppliers for comparable services.

When responding to requests for proposals (RFPs), vendors should be conscious that they might be disclosing highly confidential or commercially sensitive material to the potential customer, with no guarantee of securing the proposed contract. Such information could, without any restrictions, be used by the potential customer to assist the vendor’s competitors or to develop solutions in-house.

In light of this, prudent vendors should carefully consider what legal protections they include in their RFP responses alongside operational and commercial details. We have set out some key considerations below.

Morgan Lewis’s COVID-19 Task Force and Coronavirus COVID-19 resource page have been established to address the variety of legal issues impacting companies at this time.

On our resource page, you’ll find the latest analysis and updates addressing today’s crisis and tomorrow’s legal challenges.

The resource page contains sections for:

  • Webinars
  • Specific COVID-19 topics
  • Geographic regions
  • Different industries

Outsourcing and Managed Services Agreements LawFlash

Morgan Lewis’s Technology, Outsourcing, and Commercial Transactions Group has published a LawFlash which provides a high-level look at the effect of the disruption caused by COVID-19 on key outsourcing and managed service agreements.