Digital White Papers

Click here to view a sample vendor audit questionnaire provided by Tom Morrissey. provider abilities can also help attorneys make decisions more easily. He observes, "Attorneys are better with a red pen than a blank page." Phase two activities build personal relationships that will be helpful when working through difficult contract terms. In addition, all the details you've gathered help create the beginning of a draft SOW. 3. PUT IT ON PAPER Getting to know each other, the details of the project and how both parties will work together to accomplish the project make negotiating easier. Together the parties can decide if an MSA or a shorter-term SOW is appropriate. While all projects are different, certain provisions are important to have in an MSA or SOW. Our experts recommend including the following sections: MASTER SERVICES AGREEMENT (MSA) TERMS: •CONFIDENTIALITY AGREEMENT: Avoid any conflicting confidentiality terms by incorporating the confidentiality agreement executed during phase one. •SECURITY: Include security certifications or provisions learned in phases one and two. Remember to include the following types of security: • Security of the data, systems and networks • Physical security of the personnel, offices and data centers • Verification of personnel (background checks, credit checks, etc.) NEGOTIATING A SUCCESSFUL E-DISCOVERY CONTRACT •SERVICE INTERRUPTIONS: Include terms that describe how a service interruption will be handled. •LIABILITY: Outline terms relating to liability. •INDEMNIFICATION: Service provider coverage for indemnity claims is an important negotiation point in contracts. •WORK PERFORMANCE: Include terms that will ensure the work agreed upon across projects will be performed according to expectations. •INSURANCE: Include provisions to ensure a service provider has appropriate insurance coverage for the work performed. •DATA PRIVACY: Understand safe harbor provisions as well as other national and international service terms important to include in the contract. •CHANGE IN SERVICE PROVIDER STATUS: Outline language that creates a plan for handling data and services when a provider merges or goes out of business. •RIGHT TO AUDIT: Another important agreement is the right to audit, which is a company's right to have a security audit performed. •TERMINATION: Determining the end of the relationship is as important as planning the beginning of the relationship. Parties must agree to terms for the notice of termination and data return. •NOTIFICATION OF BREACH: Include a provision defining the details of how and when notification of a security breach must be provided to a client. •FLAT FEES: Describe the details of flat fees, if that is a component of the contract. •OWNERSHIP OF DATA: Establishing who owns the custom code developed by a client in furtherance of a service provider's software is important to work out in a contract. This will be an interesting evolution as users become more knowledgeable over time.

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