vendor contracts what you need and what you may be missing n.
Download
Skip this Video
Loading SlideShow in 5 Seconds..
Vendor Contracts: What You Need, and What You May Be Missing PowerPoint Presentation
Download Presentation
Vendor Contracts: What You Need, and What You May Be Missing

Loading in 2 Seconds...

play fullscreen
1 / 59

Vendor Contracts: What You Need, and What You May Be Missing - PowerPoint PPT Presentation


  • 63 Views
  • Uploaded on

Vendor Contracts: What You Need, and What You May Be Missing. Dino Tsibouris (614) 360-3133 dino@tsibouris.com. Outline. Importance of Definitions Description of Services Notice Provisions Indemnification Clauses Disclaimer of warranty Clauses Limitation of Liability Clauses. Outline.

loader
I am the owner, or an agent authorized to act on behalf of the owner, of the copyrighted work described.
capcha
Download Presentation

PowerPoint Slideshow about 'Vendor Contracts: What You Need, and What You May Be Missing' - palma


Download Now An Image/Link below is provided (as is) to download presentation

Download Policy: Content on the Website is provided to you AS IS for your information and personal use and may not be sold / licensed / shared on other websites without getting consent from its author.While downloading, if for some reason you are not able to download a presentation, the publisher may have deleted the file from their server.


- - - - - - - - - - - - - - - - - - - - - - - - - - E N D - - - - - - - - - - - - - - - - - - - - - - - - - -
Presentation Transcript
vendor contracts what you need and what you may be missing

Vendor Contracts: What You Need, and What You May Be Missing

Dino Tsibouris

(614) 360-3133

dino@tsibouris.com

outline
Outline
  • Importance of Definitions
  • Description of Services
  • Notice Provisions
  • Indemnification Clauses
  • Disclaimer of warranty Clauses
  • Limitation of Liability Clauses
outline1
Outline
  • Responsibility for Compliance
  • Privacy and Security of Customer Data
  • Data Ownership
  • Service and Data Availability
outline2
Outline
  • Termination Provisions and Retention and Access to Data
  • Breach Notice Provisions
  • Compelled Disclosure of Data
definition of loan1
Definition of Loan

Sample: Company offers a group of education loan programs in which the Bank ("Owner") participates as a lender, all of which are originated by Owner and guaranteed by Guarantor ("Loans").

description of services
Description of Services

Agreement

Schedule

description of services2
Description of Services

In the event of conflict, Schedule governs.

Schedule

Agreement

description of services3
Description of Services

When Agreement terminates, some of the services in the schedule need not terminate.

Agreement

Schedule

notice
Notice
  • Abide by the Notice requirements of the Agreement.
aca v c bc4
ACA v. C&BC

Lesson: Parties should ensure that the limitation of liability clause and the indemnification clause properly interact with one another.

compucredit and cb t
CompuCredit and CB&T
  • CompuCredit enters into agreement with CB&T and other banks to market credit cards.
  • CompuCredit assumes risk of compliance with TILA and other laws.
compucredit and cb t1
CompuCredit and CB&T
  • Due to undisclosed fees, credit cards with $300 limits, end up with $115 in available credit.
compucredit and cb t2
CompuCredit and CB&T
  • CompuCredit agrees to credit back to consumers $114 million.
compucredit and cb t3
CompuCredit and CB&T
  • Both CompuCredit and CB&T agree to pay $2.4 million in civil penalties.
compucredit and cb t4
CompuCredit and CB&T

Lesson: The agreement must include detailed provisions regarding compliance with the law and the particular laws that apply. Lenders must follow up on compliance, conduct tests, audits, and spot checks, or face liability.

shurland v bacci5
Shurland v. Bacci
  • Translink to "use due care in providing services covered by this Agreement" and to conduct its "performance of all services called for in this Agreement . . . consistent with industry standards.”
shurland v bacci6
Shurland v. Bacci
  • Merchant warrants and agrees that Merchant shall fully comply with all federal, state, and local laws, rules and regulations, as amended from time to time, including the Truth-in-Lending Act and Regulation Z of the Board of Governors of the Federal Reserve System.”
shurland v bacci7
Shurland v. Bacci

Lesson: Parties should clearly and unambiguously assign the responsibility to comply with each law that is material to the transaction.

privacy and security of customer data
Privacy and Security of Customer Data

Source: Ponemon Institute

privacy and security of customer data1
Privacy and Security of Customer Data

Source: Ponemon Institute

privacy and security of customer data6
Privacy and Security of Customer Data
  • Data stored in the cloud may be compromised due to a breach.
  • Contract must take into consideration an obligation to immediately notify, cooperate, and bear the cost of sending out breach notifications and remedial actions.
  • Consider insurance for breaches.
service and data availability2
Service and Data Availability
  • The cloud service may be subject to disruptions.
  • Where possible, negotiate fines or reimbursement for outages above and beyond scheduled maintenance.
  • Where possible, contract for greater availability and fault tolerance.
termination provisions and retention and access to data4
Termination Provisions and Retention and Access to Data

Lessons:

  • Ensure that ownership of information is clearly defined.
  • Ensure that service provider agreement takes into consideration your ability to access to your data and return of your data in the form that you want at the end of the relationship.
breach notice
Breach Notice
  • Prompt breach notification of confirmed breaches and suspected breaches is crucial.
compelled disclosure4
Compelled Disclosure
  • Data stored in the cloud is subject to compelled disclosure and possibly without your knowledge due to the Stored Communications Act and National Security Letters.
outline3
Outline
  • Importance of Definitions
  • Description of Services
  • Notices
  • Indemnification Clauses
  • Limitation of Liability Clauses
outline4
Outline
  • Important Laws, Responsibility for Complying with Them, and Substantial or Material Compliance
  • Privacy and Security of Customer Data
  • Service and Data Availability
outline5
Outline
  • Termination Provisions and Retention and Access to Data
  • Breach Notice Provisions
  • Compelled Disclosure of Data
questions answers

Questions & Answers

Dino Tsibouris

(614) 360-1160

dino@tsibouris.com