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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, March 8, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE webinar will provide practical advice on drafting an IT outsourcing agreement. The panel will discuss key provisions to consider when creating an agreement and what client's counsel should focus on when negotiating such an agreement.

Faculty

Larry Schultis
Founding Partner
Schultis Law Group, PLLC

Mr. Schultis focuses on IP transactions, and has substantial experience representing both technology consumers and vendors and a wide variety of service providers. He represents large customers in outsourcing arrangements including one of the world's largest financial institutions, a big four accounting firm, major health care providers and utilities. Prior to founding his firm, he spent a decade as a partner at Pillsbury Winthrop Shaw Pittman LLP, focusing on IP transactions.

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William A. Tanenbaum
Partner
Moses & Singer LLP

Mr. Tanenbaum is a member of the firm’s Technology Transactions & Data Privacy Group and a Practice Co-Chair of the HealthCare Technology & Innovation Group, which is ranked as the second largest practice in Health Information and Technology Law in the country by the American Health Lawyers Association. His practice focuses on transactional work, litigation and strategic counseling in these fields: IT and other technologies, IP, healthcare, cybersecurity, outsourcing and technology services. In the emerging field of data law, he handles agreements and legal compliance aspects of data governance and management. Mr. Tanenbaum is a sought-after adviser on adopting and leveraging new technologies, such as cloud-based services, AI, machine learning, data analytics, the industrial internet of things, medtech and digital medicine.

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Description

IT outsourcing contracts can be intensely complex documents.

Outsourced IT often includes the work of international organizations, which introduces the problem of jurisdiction. A contract with a foreign supplier should protect the client in a lawsuit, but it should also spell out where and how a trial should be brought to court. As projects, technologies, and industries change, contracts must be adjustable to address those changes. A straightforward "change process" in an agreement will include the exact details of this mechanism.

Because IT vendors may have access to performance information that may be fundamental to the facts in the event of a dispute, it’s essential to include a record-holding clause in your agreement. A contract should require a vendor to provide data subject to litigation, and should require that the vendor not delete such information without providing ample notice to the client and a requirement to provide copies of the information to the client if requested. Further, transmitting data to any client, even an IT specialist, creates security vulnerabilities. An agreement should establish security metrics as a benchmark for data protection with an outside network.

In some cases, engaging an IT vendor may interfere with previously negotiated client contracts, especially when protecting their privacy. To avoid potential legal trouble and lost accounts, the IT outsourcing agreement must cross-reference with current client privacy and security protections. Provisions must be as strict as outlined for existing clients. While most vendors plan to stick around for a long, long time, this is not always reality. If an IT vendor suddenly folds, it can have devastating consequences, including requiring vendors to send periodic financial statements or stipulations guaranteeing access to source code if a vendor goes out of business.

Arbitration is valuable in multinational outsourcing arrangements. It avoids conflicting laws, inconsistent procedural rules where it is possible that complying with one country's rules entails violating another's, conflicting discovery rules, and differing roles of judges and juries. Arbitration over Zoom and other virtual platforms provides advantages, including obtaining quality arbitrators when time and cost of travel become less of an issue.

Listen as our expert panel discusses which key provisions to focus on when drafting an IT outsourcing agreement. The panel will address the best practices of when to outsource, mitigate risks to clients, and vet a vendor before outsourcing.

Outline

  1. IT outsourcing agreements
    1. Key provisions
      1. Jurisdiction
      2. Change process
      3. Recordkeeping
      4. Security issues and data breaches
      5. Insolvency
    2. When to outsource
    3. Vetting a vendor
  2. Other best practices
  3. Arbitration and how to structure it

Benefits

The panel will address these and other key topics:

  • What are the key provisions needed for a solid IT outsourcing agreement?
  • When should a client outsource its IT department?
  • What considerations should a client include when vetting a vendor?