Kavitha Gupta's blog

Top 20 Do's and Don'ts for Outsourcing - The Service Provider Perspective Published on June 2, 2017 Partner at DLA Piper I previously posted the top 20 do's and don'ts for outsourcing transactions from a customer/buyer perspective; obviously there are two sides to every story, so it is only fair to complete the picture with the service provider view of the world! Top 20 Do’s and Don’ts for Outsourcing Deals- the Supplier Perspective Do ensure that you have a properly constituted deal team from day one This will mean people who understand the numbers, those that grasp the wider commercial arrangements, the right technical people, legal people, a really good “deal lead” who will face off to the customer….and don’t forget the actual delivery team! Don’t ever say that a deal is “must win” Obviously there are projects that would be extremely good to win and also extremely painful to lose….but a bad deal will be bad news for years to come Do understa...

Cloud Computing Agreements: Negotiating Privacy Issues with Large Cloud Vendors By David Y. Chen and William F. Wilson  |  2016-Jun-24     A s in NCAA basketball, where the three-point shot has been deemed the great equalizer by which mid-major teams can slay a potential Goliath, modern-day cloud computing has played a similar role for startups. Now these small and medium-size companies can compete with large corporations in ways that they never imagined possible. The primary benefit of cloud computing is that most cloud-based contracts use a subscription model with small or no initial fees, and startups can obtain the benefits of various administrative and technology-related services without a large upfront infrastructure investment. This article is focused on reviewing privacy-related issues in vendor form agreements. Contrary to the eight- or nine-figure deals in the Wall Street Journal, which involve armies of lawyers that sp...

Negotiating Software Contracts – Successfully Negotiating a Limitation of Liability By Scott & Scott, LLP Limitation of Liability ranks as one of the most important contract provisions in a software contract. The limitation of liability limits each party’s liability for all sorts of harm. A software provider’s liability is usually limited to the amount of fees paid to the vendor or a fraction thereof. The risk in not negotiating these terms is that the licensee is capped at the amount of damages. A “cap” is the aggregate upper limit for direct damages associated with a party’s liability. The cap on liability can be a specific dollar amount, but in many contracts the “cap” is tied to the amounts paid for the products or services purchased. This cap may not equate to the actual amount of harm of the licensee. Therefore, successfully negotiating a limitation of liability becomes the key point in finalizing the contract. But, what exactly are the pitfalls when negotiat...

Outsourcing agreements SLAs and penalty / liquidated damages – the price! Giulio Coraggio  SLAs schedules and penalty/liquidated damages clauses are usually the core of outsourcing agreements so after having discussed about  liability  and  termination  clauses we will try to cover these provisions. One of the first issues that arise in drafting outsourcing agreements is who has to draft the service level agreements (SLAs) and the battle is between lawyers and the IT team of the supplier and of the recipient of the service to take the lead. However, m y experience is that a considerable team working activity is required and lawyers need to make an effort to speak the same language as engineers since otherwise it will be difficult to reach a result that adequately protects the parties and meets the needs of the recipient of the service.  And indeed for SLAs it is quite rare that is possible to rely on previously drafted agreements since they have ...