ABSTRACT
Limitation of Liability ☐ Application to both parties ☐ Exclusions (from both consequential exclusion and cap on direct damages)
S Breaches of confidentiality S Claims for which the vendor is insured S Indemnification obligations S Infringement of IP rights S Breach of advertising/publicity restrictions
☐ Overall liability cap as a multiple of fees License/Access Grant and Fees
☐ Broad permitted use ☐ Avoid limitation to internal business purposes ☐ Application to affiliates, subsidiaries, outsourcers, and others ☐ Consider pricing
Term ☐ Free ability to terminate ☐ Consider limited notice period ☐ Consider limited termination fee (if justified by vendor’s upfront costs)
Warranties ☐ Data security ☐ Redundancy/disaster recovery/business continuity ☐ Performance in accordance with specifications ☐ Services provided timely and in compliance with best practices ☐ Provision of training as needed ☐ Compliance with laws (both the software and personnel) ☐ No sharing of client data ☐ Software will not infringe ☐ Software will not contain viruses ☐ No pending/threatened litigation ☐ Sufficient authority
Publicity/Use of Trademarks ☐ No media announcement unless agreed ☐ No use of customer marks without permission
Notification for Security Issues ☐ Customer gets sole control over notification ☐ Reimbursement for costs and expenses
Assignment ☐ Ability to assign freely ☐ Assignee assumes responsibilities under the agreement
Pre-Agreement Vendor Due Diligence ☐ Questionnaire to vendors to include questions regarding
S Financial condition S Insurance S Existing service levels S Capacity S Physical and digital security S Disaster recovery and business continuity processes S Redundancy S Ability to comply with applicable laws
Cloud computing is the use of the Internet or other telecommunications links to provide a user with access t to software or other technology resources made available at a remote location. Depending on the type of IT capability being offered as a service in the “cloud,” cloud computing is known by and commonly encompasses several different types of services such as Software-as-a-Service (SaaS), Infrastructure-as-a-Service (IaaS) and Platform-as-a-Service (PaaS). Regardless of the terminology used, cloud computing involves accessing software and infrastructure remotely, and frequently includes storing data, often very sensitive and regulated data, in the cloud. While cloud computing agreements have some similarity to traditional software licensing agreements, they have more in common with hosting or application service provider agreements.
