We advise companies and regulated financial institutions on the legal structuring, review, and implementation of cloud and outsourcing agreements. Our focus is on dependencies on providers and regulatory outsourcing risks. We establish clear contractual frameworks, categorize risks, and help translate business objectives into practical and robust provisions.
Unclear Responsibilities
In cloud and outsourcing contracts, it is often unclear which party is responsible for which tasks and risks. We analyze roles, service contributions, and dependencies, and ensure that responsibilities are transparent and aligned with the actual business model.
Liability and Risk Allocation
Liability clauses often determine the financial implications of a contract only when a dispute arises. We review the scope of liability, exclusions, limits, and indemnification provisions, and compare them with the specific risks and insurance coverage.
Performance and Consideration
Vague service descriptions lead to differing expectations. We help define services, compensation, deadlines, obligations to cooperate, and quality requirements in a way that facilitates operational implementation and subsequent enforcement.
Amendment and Termination
Business models and projects evolve. That is why cloud and outsourcing contracts must also address amendments, termination, handover, and exit. We review whether the mechanisms for making changes and the consequences of termination are practical and whether critical dependencies are adequately addressed.
We advise companies and regulated financial institutions on the drafting, review, and negotiation of cloud and outsourcing agreements. In doing so, we take into account not only the scope of services and liability but also, in particular, governance, control rights, sub-outsourcing, data protection, resilience, and exit strategies. The goal is to establish a contractual structure that appropriately reflects regulatory requirements and actual operational dependencies.
We clarify roles, responsibilities, and governance mechanisms between the company and the provider, and map them out in a transparent contractual structure.
We define services, quality requirements, and responsibilities in such a way that the scope and quality of the outsourced services can be assessed in a transparent manner.
When outsourcing significant operations, it is essential to have adequate information and oversight mechanisms in place. We structure audit, information, and access rights to align with the specific outsourcing model and the relevant regulatory requirements.
Cloud and outsourcing services are often provided with the involvement of other providers. We establish the conditions under which sub-outsourcing is permitted and how relevant obligations are passed down the service provider chain.
We align contractual provisions regarding data access, data protection, and information security with the actual technical and organizational implementation of the outsourcing arrangement.
Dependencies on external providers should be taken into account as early as the time the contract is signed. We design provisions for service disruptions, termination, migration, and provider changes in a way that ensures a smooth transition to the greatest extent possible.
Cloud and outsourcing contracts often involve more than just traditional contractual issues. Depending on the company and the outsourcing model, regulatory requirements, data protection, and governance may also be relevant. We take these interrelationships into account right from the outset when drafting and reviewing contracts.
For regulated companies, outsourcing agreements must align with existing governance and risk management frameworks. We combine advice on contract law with an understanding of financial market regulations and organizational requirements.
Outsourcing models often involve multiple providers, platforms, and technical dependencies. We map out the actual service and delivery structure and ensure that responsibilities and interfaces are clearly defined in the contract.
Even when services are outsourced, a company still needs to ensure it has sufficient information and control. We therefore pay particular attention to reporting, audit, information, and access rights, as well as clear escalation and accountability mechanisms.
Problems often don't arise until there are service disruptions, contract termination, or a switch to a different provider. That's why we take into account issues such as resilience, data migration, transition support, and orderly termination right from the start of the contract.
Cloud and outsourcing contracts are often based on extensive standard terms and conditions provided by large service providers. We prioritize risks that are legally and economically significant and focus our negotiations on the points where adjustments are actually necessary or advisable.
