Information Technology Reference
In-Depth Information
1.
Description of the service
: a clear description of the service provided by the tech-
nology supplier, apart from the QoS, will avoid discussions and litigation. The
listing of extra services that could be provided free of charge or under payment
is equally important.
2.
Modification of the agreement
: this clause should state whether the provider can
unilaterally modify the service and the agreement (and, if so, how and to what
extent) or whether only modifications negotiated and agreed by the parties are
acceptable.
3.
Termination of the agreement
: it is particularly important to state when the con-
tract will end and how it can be renewed (automatically, or after new negotiations
and signing of a new contract). Furthermore, the parties should state whether or
not they can unilaterally terminate the agreement and, if so, which notice period
applies. It is common practice that severe violations of the contractual obliga-
tions by one party give the other the right to terminate the agreement. Examples
of such violations by the customer include being in default with payments, mis-
use of the service, attempt to break security mechanisms, bankruptcy proceed-
ings, etc. The agreement should also regulate the effects of termination, like data
preservation (the technology supplier could not erase the data provided by the
client without permission) and post-termination assistance.
4.
Prohibited services
: it is advisable that the Grid or Cloud provider, in order to
avoid any potential liability, requires the SLA or other agreement to include a
clause prohibiting the customer to use the Grid/Cloud infrastructure to operate
a site or a service that, for instance, permits gambling, facilitates child pornog-
raphy or other illegal activities, engages in practices like phishing or pharming,
distributes viruses, spyware or other malicious applications, violates third par-
ties' copyright, etc.
5.
Licenses
: this provision will state that whatever software, if any, distributed by
the Grid/Cloud provider to the customer will only be licensed, under specific
terms, to the client (with no transfer of 'ownership'). Usually the license will be
limited, non-exclusive and non-transferable.
6.
Conidentiality
: all confidential information regarding either the provider or the
customer may not be disclosed without prior authorization during the contractual
relationship and for a certain period of time after the termination of the agree-
ment. Confidential information is deemed to be information designated by the
disclosing party as confidential or that, given the nature of the information and
the circumstances of its disclosing, should reasonably be understood to be con-
fidential. Possible exceptions to confidentiality obligations are,
inter alia
: (i) if
the information is or becomes public knowledge (without fault of the party con-
cerned); or (ii) if and to the extent that information is required to be disclosed by
a party to a regulatory or governmental authority or otherwise by law.
7.
Intellectual property rights
: the clause will state that every party keeps his intel-
lectual property rights over the service provided, any technology or software
supplied and any content or data sent or shared. In particular, the
de facto
situa-
tion of enjoyment and use of these rights does not modify the legal situation of
'ownership'.
