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Technology Contracting 101 What to watch out for in your contracts

What could go wrong?

Google AppsAgreement

12.2 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately; (ii) Google will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Google’s then-current rates for the applicable Service;

Google AppsAgreement

(iii) after a commercially reasonable period of time, Google will delete Customer Data pursuant to the Google Apps Privacy Notice; and (iv) upon request each party will promptly return or destroy all other Confidential Information of the other party.

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SalesForce Master Subscription Agreement

• 12.5. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format.

SalesForce Master Subscription Agreement

After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

Issues to Consider

• Information• Security• Use and Disclosure• Security Incidents and Reporting• Audit Rights

Issues to Consider

• Preservation, Return, and Secure Disposal• Indemnification• Limitation of Liability• Compliance with Laws

Information• Scope of the information protected under the

agreement

Security

• Scope of the security obligations that the service provider will take.

Disclosure

• Scope of the restrictions on the use and disclosure of the information.

Security Incidents and Reporting

• Scope of security incident reporting and notification to the Company and Regulators.

Audit Rights

• Existence and Scope of audit rights .

Preservation, Return, and Secure Disposal

• Scope of preservations, return, and secure disposal obligations.

Indemnification

• Scope of indemnification duties under the agreement.

Limitation of Liability

• Scope of limitation of liability and the importance of limiting it.

Insurance

• Scope of any obligation to carry insurance.

Compliance with Laws

• Scope of any obligation to comply with the law.

Issues to Consider

• Information• Security• Use and Disclosure• Security Incidents and Reporting• Audit Rights

Issues to Consider

• Preservation, Return, and Secure Disposal• Indemnification• Limitation of Liability• Compliance with Laws

Questions & Answers

Dino Tsibouris(614) 360-1160dino@tsibouris.com