Organizations are increasingly replacing traditional on-premises software with cloud-based platforms and technology resources provided “as-a-service.” As a result, the legal and business issues facing software providers and their customers continue to evolve. Morrison & Foerster has the knowledge, experience, and resources to offer the most sophisticated legal and business advice in this rapidly-changing environment.
We understand that a successful cloud or as-a-service transaction should establish a flexible and long-term framework that can adapt as the client’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 deep 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 SaaS, PaaS, IaaS, as well next generation as-a-service offerings, such as security-as-a-service. While we are first and foremost legal advisors with deep expertise in legal issues that arise in technology agreements, our broad experience across a large number of transactions also gives us keen insights into the practical business issues that drive the contracting process. We are just as at home discussing the best service level mechanisms or fee structures to 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 legal and business points of view, and that means our advice must go beyond the contractual boilerplate.
For example, we have the expertise and experience needed to assist clients with such key considerations as:
We strive to get the best possible result in the most efficient manner, and have created standardized, global-style forms of agreement for our clients’ cloud-related transactions. Finally, we know the key players in the industry, and we have extensive experience negotiating with all of the major cloud service providers.
We have extensive experience negotiating commercial transactions for the procurement and provision of cloud-based services. We assist clients in defining appropriate requirements for the successful and timely implementation of cloud-based services and for achieving long-term goals, including through establishing clear milestones and deliverables, as well as appropriate financial levers to incentivize service providers to meet aggressive timetables. In addition, we seek to secure appropriate intellectual property rights for use of deliverables and a balanced allocation of risks between the provider and customer. In this regard:
Privacy & Data Security
More than 100 countries now have their own data protection laws regulating the collection, use, disclosure, and security of personal information. The complex and sometimes conflicting obligations that these laws impose can be challenging for companies seeking to comply with their privacy and data security obligations in connection with the implementation and use of cloud-based services. In particular, migration of data to a cloud-based platform entails a fundamental shift in data security and requires specific steps to ensure compliance with applicable data privacy rules. Our market-leading Global Privacy and Data Security Group, composed of more than 60 lawyers in offices across the United States, Europe and Asia, is well-positioned to assist our clients in navigating this minefield, and we have advised on privacy compliance in hundreds of projects and involving all of the main global cloud providers.
Cloud Sector Mergers & Acquisitions
Historically, a company’s technology and data resources have often been an afterthought when structuring M&A deals. Now, they are recognized as offering significant competitive advantages. Our attorneys have extensive experience in helping clients plan for the impact of acquiring cloud-based businesses, as well as the implications arising from the use of cloud services by non-cloud targets. We understand the effect of these transactions on intellectual property rights, warranties, indemnities and due diligence, and work with our clients on on-going transitional measures through technical support agreements and other appropriate engagements.
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