Pillsbury Winthrop Shaw Pittman LLP
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2 Contributions by Pillsbury Winthrop Shaw Pittman LLP
PRACTICE NOTES
ARCHIVED: This archived Practice Note provides information on the data protection regime before 25 May 2018 and reflects the position under the Data Protection Act 1998 (DPA 1998).
This Practice Note is for background purposes only and is not kept up to date. Under the DPA 1998, data controllers handling personal data must observe the following eight principles:
Principle 1: personal data must be processed fairly and lawfully
Principle 2: personal data must be collected only for specified and lawful purposes
Principle 3: personal data must be adequate, relevant, and not excessive
Principle 4: personal data must be accurate and maintained up to date
Principle 5: personal data must not be retained longer than necessary
Principle 6: personal data must be processed in line with the rights of data subjects
Principle 7: safeguards must exist against
Information Law
PRACTICE NOTES
Software development—in brief
A software development agreement applies when a customer retains or commissions a software developer to design, build, test and, at times, install and maintain tailor-made software. Development activity is also commonly a core element of systems integration agreements as well. These contracts deal with the acquisition, development and integration of an entire IT system, comprising both hardware and software components. The software strand often entails the developer or integrator producing a substantial share of bespoke or modified software. In each scenario, the payment mechanism that sets out which fees the customer must pay (and when those payments fall due) is a crucial feature which—together with other contractual terms, including limits and exclusions on the developer’s liability for contract breach, the calculation of liquidated damages for late delivery by the developer, and the warranties and indemnities the developer gives to the
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3 Contributions by Pillsbury Winthrop Shaw Pittman LLP Experts
PRACTICE NOTES
IT outsourcing
IT outsourcing refers to handing over information technology functions or services to an external supplier rather than running them internally. It spans numerous transaction models, each bringing its own risks and complexities. Contracts for every form of IT outsourcing need rigorous attention from customers, suppliers and their advisers to secure a fair outcome at signature and as the underlying technology advances throughout the term.
When executed well, outsourcing can cut the financial and staffing burden of day-to-day IT operations and infrastructure, freeing resources for higher-value strategic initiatives elsewhere in the business.
Entrust a supplier with full responsibility for a range of IT services;
Engage several suppliers to manage a complex element of the business; or
Retain selected services in-house while outsourcing specific components.
Drivers for outsourcing typically include boosting performance, reducing costs, and bringing greater standardisation to IT products and services...
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PRACTICE NOTES
The prime/subcontractor model
To deliver a comprehensive IT portfolio to their clients, technology providers may engage additional specialist suppliers to bolster what they can supply. In such cases, the main provider is commonly called the prime contractor, while any third parties it appoints to perform elements of the contracted services are described as subcontractors. Under this model, the prime contractor remains contractually, financially and operationally responsible for delivering the services under its agreement with the customer (the prime contract), whether delivery is by itself or through a subcontractor. Accordingly, if a subcontractor’s act or omission causes a breach and loss ensues, the customer may (subject to the contract) pursue the prime contractor for the resulting damages arising from that default. For this reason, primes frequently seek to include a risk premium on top of the overhead and profit margin they apply to the
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PRACTICE NOTES
Practice Note
A data centre is a facility that accommodates computer and communications equipment. This Practice Note addresses the following key issues:
Security
Personal data
Technology
Service descriptions and service levels
Business continuity
Encryption
The supplier
Contracting issues
Ongoing management
Data centre service models
Data centre services can be delivered through different approaches, summarised at a high level:
co-location service — allows the customer to lease space in the data centre while the supplier provides the environment for the customer’s own servers. The supplier also supplies essential supporting services: safeguarding the data centre and the leased area, delivering power, and regulating humidity and temperature across the facility. The footprint may range from a single shelf in a rack, through a dedicated room or cage, to an entire floor and/or building. Space can be
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