On-premise definition

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Contractual considerations for the procurement of artificial intelligence—checklist

Contractual considerations for the procurement of artificial intelligence—checklist This Checklist highlights the key procurement, licensing and contractual issues relevant to artificial intelligence (AI) or machine learning (ML) solutions. Depending on the specific application, the inclusion of AI may mean adding simple automated functionality, through to creating a complex, intelligent tool controlled by either a third party or by the customer. This Checklist assumes that the AI will be capable of an element of learning and that, as such, one or both of the parties will be involved in training it. For a discussion of methodologies for the management of risks and challenges that might arise during the deployment of AI technology, see News Analysis: Understanding and managing the risks in artificial intelligence (AI) technology projects. General issues related to software development and licensing, systems integration, outsourcing and software support services may also be relevant, depending on the solution, but are not highlighted in this Checklist. For more, see Practice Notes: • Key issues in software licence agreements • Software development...

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Key challenges in technology sourcing transactions

Key challenges in technology sourcing transactions Technology products, solutions and services underpin the operations of just about every business, albeit that they come in many different forms. They will vary in size, complexity and value, and range from major outsourcing and managed services arrangements through to ‘as a service’ solutions offered via the cloud and on-premise software licences. However, there are certain contractual issues which regularly arise, where customers and suppliers have legitimate concerns which will need to be accommodated if agreement is to be reached. This Practice Note highlights some of those encountered most often and presents ways in which any disagreements between the parties might be resolved. Adequacy of due diligence Many kinds of technology transaction require an exchange of information from the customer to the supplier before the contract is signed so as to enable the supplier to scope out the requirement and to price for it. In some cases this may be encapsulated entirely in a request for proposal document sent out by the customer, but...

Copying software and copyright

Copying software and copyright This Practice Note examines legal and practical issues relating to the copying of software. It sets out protections under copyright law to combat unauthorised copying of software and explores the extent to which software can be copied lawfully. It further explores developments planned in the area of copyright protection that are likely to have an impact on the copying of software. The legal framework Computer programs may be eligible for copyright protection as ‘literary works’ under the Copyright, Designs and Patents Act 1988 (CDPA 1988). Other regulations relevant to the protection of rights in software include: • the Copyright (Computer Programs) Regulations 1992, SI 1992/3233—these amended CDPA 1988 regarding copyright protection of computer programs • the Copyright and Rights in Databases Regulations 1997 (CRD 1997), SI 1997/3032—these amended CDPA 1988 regarding copyright and measures relating to the prevention of the unauthorised extraction of the contents of a database and the unauthorised re-utilisation of those contents • the Electronic Commerce Directive (EC Directive) Regulations 2002, SI...

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Software reseller agreement

Software reseller agreement This Agreement is made on [date] Parties 1 [insert name of supplier company] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert registered office] (Supplier); and 2 [insert name of reseller company] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert registered office] (Reseller), each of the Supplier and Reseller being a party and together the Supplier and Reseller are the parties. BACKGROUND (A) The Supplier wishes to appoint the Reseller as an authorised reseller of certain of its software applications in the United Kingdom. (B) The Reseller agrees to market and distribute the Supplier’s software applications in accordance with this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; CMA • means the Competition and Markets Authority of the United Kingdom; Commencement Date •...

Framework agreement for the provision of IT products and services—pro-supplier

Framework agreement for the provision of IT products and services—pro-supplier This Agreement is made on [date] Parties 1 [insert name of supplier company] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert registered office] (Supplier); and 2 [insert name of customer company] a company incorporated in [England and Wales] whose registered number is [insert registered number] whose registered office is at [insert registered office] (Customer), each of the Supplier and Customer being a party and together the Supplier and Customer are the parties. BACKGROUND (A) The Supplier is a supplier of [IT products and services]. (B) The Customer has appointed the Supplier, subject to this Agreement, to supply Products and/or Services as set out in the Statements of Work. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Acceptance • means the Solution passing the Acceptance Tests in all material respects under clause 8.3 or being deemed accepted under clauses 8.4, 8.5.2(a) or 8.7.2; Acceptance Criteria...

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In what circumstances might a SaaS escrow agreement be suitable?

In what circumstances might a SaaS escrow agreement be suitable? As our Practice Note: Software escrow mentions, the use of escrow in software licensing deals is not particularly common in comparison to the number of transactions that take place in the market. Although there are no statistics readily available, it is likely that the use of escrow specifically in relation to software as a service (SaaS) is even less common. What are the potential issues with SaaS escrow? There are a number of reasons why uptake of SaaS escrow may not be high, including the following: • Cost: One of the main incentives for a customer to use a cloud solution such as SaaS is that it is often cheaper than on-premise software and can be scaled up or down according to need. The use of a SaaS escrow will involve the payment of a one-off or a recurring fee (or both) to the escrow agent which may negate some of the financial benefits of switching to...

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The latest in negotiating enterprise cloud projects

TMT analysis: Kit Burden, partner at DLA Piper, discusses enterprise cloud (ie business-oriented cloud solutions), the practical issues to consider when negotiating contracts associated with enterprise cloud solutions, in particular variations, service levels and terms, suspension and termination rights, remedies and sanctions, and potential conflicts of laws.

Proposed replacement standard contractual clauses for international transfers

Information Law analysis: On 12 November 2020, the European Commission published a draft Implementing Decision on new standard contractual clauses (SCCs) for the transfer of personal data to third countries outside the EEA under the General Data Protection Regulation. Ruth Boardman, co-head of Bird & Bird’s International Privacy and Data Protection Group explains some of the key aspects of the proposed draft SCCs.