BarbriSFCourseDetails
  • videocam On-Demand
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

Floating Terms in Vendor Contracts: Cloud Services, Software Licenses, and Communication Agreements

Mitigating the Risk of Unilateral Vendor Changes to Key Terms

$297.00

This course is $0 with these passes:

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Description

In many modern vendor engagements, both the customer's data and several key areas of the vendor contract are stored in the cloud, including provisions on service level standards, security measures, support obligations, and service descriptions.

This means that key contract terms "float" in the cloud and can be changed at any time by the vendor, frequently without notice to the customer. Even if the customer is given notice, the customer often has no right to object to the changes.

Other challenges of floating contracts include their "as-is" nature, making them less susceptible to negotiation; the customer's inability to access key functionality and performance during the term of the contract; and the customer's limited ability to terminate the agreement, even if key terms change to its disadvantage.

Negotiating floating contracts is extremely difficult. Approaches to mitigate risks include requiring the floating terms to be in writing and attached to the agreement as actual, fixed exhibits, including language that the vendor cannot materially decrease the overall levels of performance and functionality reflected in the floating terms as of the date the contract is signed, and negotiating clear termination rights in the agreement.

Listen as our authoritative panel discusses best practices for mitigating risks to businesses entering "floating" engagements.

Presented By

Yusuf Cassim
Vice President, Associate General Counsel
Charles Schwab & Co., Inc
Michael R. Overly
Partner
Foley & Lardner LLP

Michael R. Overly is a partner and intellectual property lawyer with Foley & Lardner LLP where he focuses on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and on-line law. Michael is a member of the Technology Transactions, Cybersecurity, and Privacy and Privacy, Security Information Management Practices. Michael is one of the few practicing lawyers who has satisfied the rigorous requirements necessary to obtain the Certified Information System Auditor (CISA), Certified Information Privacy Professional (CIPP), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified Risk and Information System Controls (CRISC), and Certified Outsourcing Professional (COP) certifications. Mr. Overly’s numerous articles and books have been published in the United States, Europe, Korea, and Japan. He has been interviewed by a wide variety of print and broadcast media (e.g., the New York Times, Los Angeles Times, Business 2.0, Newsweek, ABCNEWS.com, CNN, and MSNBC) as a nationally recognized expert on technology and security related matters. In addition to conducting seminars in the United States, Norway, Japan, and Malaysia, Mr. Overly has testified before the U.S. Congress regarding online issues.

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, September 19, 2023

  • schedule

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

  1. What are floating contracts and why are they dangerous?

  2. How can businesses mitigate the risk of vendors unilaterally changing key terms of their floating contracts?

The panel will review these and other key issues:

  • The definition of floating contracts and the risks they pose to businesses
  • Effective approaches to mitigating the risks of floating contracts (methods of locking in terms, safety in numbers, falling back on termination rights)