Cloud Computing + As-a-Service Platforms

Our team has the deep knowledge and resources required to help clients navigate the rapidly evolving business challenges that arise from the use or provision of cloud-based and “as-a-service” platforms.

We understand that a successful cloud or as-a-service transaction should establish a flexible and long-term framework that can adapt as the organization’s business evolves. We regularly work with both users and providers of such platforms and services to structure and negotiate practical, straightforward contracts that are built-to-last and focused on long-term, mutually beneficial business outcomes.

We have extensive experience not only with commercial transactions for the procurement and provision of cloud-based services, but also with the complex privacy, data security, and regulatory issues that impact cloud and as-a-service offerings in key jurisdictions around the world, including the United States, the European Union, Japan, and China—and with mergers, acquisitions, joint ventures, spin-offs, and private equity investments in the cloud sector.

We advise clients on legal and business issues that arise in all types of cloud-based and as-a-service offerings, including:

  • Software-as-a-service
  • Platform-as-a-service
  • Infrastructure-as-a-service

While we are first and foremost legal advisors with deep experience in legal issues that arise in technology agreements, our broad work across a large number of transactions also gives us keen insights into the practical business issues that drive the contracting process. We are just at home discussing the best service-level mechanisms or fee structures that might properly incentivize a vendor as we are negotiating the finer points of indemnification provisions. We strive to achieve the best results for our clients from both a legal and a business point of view, which means our advice goes beyond the contractual boilerplate.

For example, we have the experience needed to assist clients with such key considerations as:

  • Navigating “non-negotiable” vendor contracts with a focus on key areas such as performance, service continuity, and exit rights;
  • Enhancing negotiation leverage through competitive processes and assessing proposals from multiple vendors;
  • The migration of traditional on-premises solutions to cloud-based services and the integration of cloud-based services with non-cloud elements, including modifying existing contracts as necessary in connection with transitioning to cloud-based services;
  • Establishing financial arrangements and allocating risks in a manner that is fair and provides appropriate incentives for the parties;
  • Efficiently managing renewal, renegotiation, and modification of existing cloud and as-a-service agreements;
  • Global and sector-specific privacy and data security risk mitigation and compliance;
  • The regulatory impact of cloud adoption across multiple countries and sectors, particularly involving highly regulated industries such as financial services, insurance, healthcare, and pharmaceuticals;
  • Standardization and harmonization initiatives affecting the cloud sector in various countries and jurisdictions around the world; and
  • The enabling of cloud subscriptions through the negotiation of terms for implementation services and related professional services.

Experience

  • We advised Riva Financial Systems, part of the Franklin Templeton group, on its new cloud-hosted services offering of its global transfer agency solution, including preparing its new contract suite, negotiating the hosting and license terms with Riva’s first cloud-hosted customer, advising on Riva’s back-to-back terms with the Luxembourg-based provider of its hosted platform, and advising on regulatory compliance issues.
  • We advised Kaiser Permanente in the transition of portions of its long-term services arrangement with IBM from an on-premises solution to a cloud-based solution.
  • We advised Novartis on the negotiation of a data processing addendum to its master enterprise agreement with a key global cloud vendor, in order to ensure compliance with Novartis’ obligations under global privacy laws and regulations in relation to its use of cloud-based platforms.
  • We worked with VMware on its acquisitions of various cloud-based businesses and on the formation of a cloud services business, creating the industry’s most comprehensive hybrid cloud portfolio.
  • We advised Yahoo! on its acquisition of Zimbra, a leading SaaS vendor of email and collaboration software.
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