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Category Archives: Contracting/Outsourcing

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Service Performance Remedies In Outsourcing Agreements: Lessons To Learn From State of Indiana v. IBM

Posted in Contracting/Outsourcing, Technology License Agreement

For a customer of outsourcing services, it is crucial that the outsourcing services agreement include well-drafted, clear and specific remedies to address vendor service performance failures that will have a material impact on the customer.  A good example of what can happen when a service agreement is deficient in this area are the recent decisions… → Read More

2013 Technology Law Year in Review

Posted in Consumer Protection, Contracting/Outsourcing, E-Commerce, M&A/Finance, Privacy, Regulatory Compliance

2013 was a very active year in the tech sector in Canada.  Some of the leading developments over the last year are summarised below. Tech Transactions – Turbulent Year for BlackBerry (Fairfax transaction) 2013 was a turbulent year for the Canadian leader of the telecommunications industry. It started with a change of name, from Research… → Read More

Tech Summit 2013 Recap – Innovation in Cloud

Posted in Contracting/Outsourcing, Privacy

At McCarthy Tétrault’s 3rd Annual Technology Law Summit, moderator Barry Sookman, and panelists John LeBlanc of Scotiabank and David Crane of McCarthy Tétrault, lead a discussion on procuring and contracting for cloud based services. Top takeaway tips from the session include: Cloud is Everywhere: Be cognisant that software and services that use the cloud may… → Read More

Controls Assurance Reports in Outsourcing Transactions: Knowing What to Ask For

Posted in Contracting/Outsourcing

Outsourcing and cloud computing service engagements are fraught with financial, security and other risks, especially if dealing with an unproven service provider.  Obtaining a third party assurance report with respect to a service provider’s internal controls can provide some comfort.  However, customers are often confused about what kind of assurance report they should obtain. CSAE… → Read More

Tech Summit 2013 Recap – Innovation in Outsourcing

Posted in Contracting/Outsourcing

At McCarthy Tétrault’s 3rd Annual Technology Law Summit, Charles Morgan, Barry Sookman, George Takach (all of McCarthy Tétrault) and John Chang of PricewaterhouseCoopers were featured in the Innovation in Outsourcing panel. Top takeaway tips from the session include: Do your Diligence: You would never buy a company without performing comprehensive diligence first, and you should… → Read More

OIPC Cloud Computing Guidelines for BC Public Bodies

Posted in Contracting/Outsourcing, Privacy, Regulatory Compliance

Recently, the Office of the Information and Privacy Commissioner for British Columbia published cloud computing guidelines for public bodies in British Columbia. The purpose of the guidelines is to provide information to public bodies about how BC’s Freedom of Information and Protection of Privacy Act (BC FIPPA) applies to cloud computing. What is Cloud Computing?… → Read More

Cloud Computing, the B-10 Outsourcing Guideline and OSFI

Posted in Contracting/Outsourcing

Recently, the Office of the Superintendent of Financial Institutions (OSFI) released a memorandum reminding federally-regulated financial institutions (FRFIs) that OSFI’s revised Guideline B-10 “Outsourcing of Business Activities, Functions and Processes” applies to new technology-based outsourcing arrangements, including cloud computing. In the short memorandum, OSFI: acknowledged that these new technology-based services may offer opportunities and benefits for… → Read More

Hot Off the Press – Canadian Contractual Interpretation Law: A New Edition

Posted in Contracting/Outsourcing

The second edition of Canadian Contractual Interpretation Law, by Geoff Hall, has just been published. The book is the only text focused on contractual interpretation under Canadian common law and the new edition includes commentary on contractual interpretation under Quebec civil law. As such, it is a helpful resource for commercial lawyers who are responsible… → Read More

Tech Law Summit Recap – Navigating the Cloud: Tips & Tricks

Posted in Contracting/Outsourcing

Cloud computing is fast-emerging as an efficient and low cost alternative to more traditional information technology (IT) solutions. It enables a business to outsource its IT requirements to a specialist service provider who can provide required services in a more efficient and cost effective manner and allows a business to focus on its core competencies…. → Read More

Cloud Computing and Privacy Issues: Implications for Businesses

Posted in Contracting/Outsourcing, Privacy, Regulatory Compliance

Due to cloud computing’s borderless and infinite storage potential, vast amount of information can be collected and stored. However, the accumulation of personal information in the cloud increases the risks and impact of unauthorized access to the information, whether through security or data breaches. This risk is compounded when the data is transferred outside of… → Read More

Tech Law Summit Recap – Hot Topics in Tech and Public Procurement

Posted in Contracting/Outsourcing

The “Hot Topics in Tech and Public Procurement” panel at the McCarthy Tétrault Toronto Tech Law Summit featured Edward Smythe of Gartner Consulting and McCarthy Tétrault partners David Crane, George Takach and Brenda Swick. The panel was facilitated by Catherine Samuel. Business Capabilities Sourcing Edward Smythe opened the panel with an interesting discussion on the… → Read More

Negotiating Benchmarking Clauses – Ten Tips for Customers

Posted in Contracting/Outsourcing

Having previously examined the rationale behind benchmarking, the factors that can undermine its utility and the circumstances in which benchmarking can be used effectively, here are my top ten tips to keep in mind when negotiating a benchmarking clause: Benchmarking rights are not a substitute for good due diligence on deal terms, especially pricing. Customers should do their homework to get… → Read More

Benchmarking Rights in an IT or Outsourcing Contract – Are They of Any Value?

Posted in Contracting/Outsourcing

There are differing opinions on the value of negotiating benchmarking rights into an IT services or outsourcing contract.  This post will look at the rationale behind benchmarking, the factors that can undermine its utility and the circumstances in which benchmarking can be used effectively. The next post will provide ten tips on negotiating benchmarking clauses. What is Benchmarking?… → Read More

Attaching Standard Legal Terms to RFPs – Top Eight Considerations

Posted in Contracting/Outsourcing

Economic considerations and efficiency gains are forcing companies to reconsider their procurement strategies. Many of our clients who use RFPs or similar procurement processes often ask us whether they should attach a form of agreement or standard terms and conditions when issuing an RFP. There is no set answer to this question, but here are… → Read More

Ten Tips for Drafting Service Descriptions and Requirements

Posted in Contracting/Outsourcing

In outsourcing and other commercial services deals, clients often have difficulty preparing the service descriptions and requirements (specifications) to be included in the services agreement (often in schedules or statements of work).  This usually results in delays and increased legal costs since we, the lawyers, need to be more involved in the initial drafting process… → Read More