Technology Contracting 101 What to watch out for in your contracts

1. Technology Contracting 101 What to watch out for in your contracts Dino Tsibouris (614) 360-1160 dino@tsibouris.com

3. What could go wrong?

5. 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;

6. 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.

7. 01010100011010000110100101110011001000000110100101110011001000000111100101101111011101010111001000100000011001010110110101100001011010010110110000101110 01010100011010000110100101110011001000000110100101110011001000000111100101101111011101010111001000100000011001010110110101100001011010010110110000101110

8. 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.

9. 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.

10. Issues to Consider • Information • Security • Use and Disclosure • Security Incidents and Reporting • Audit Rights

11. Issues to Consider • Preservation, Return, and Secure Disposal • Indemnification • Limitation of Liability • Compliance with Laws

12. Information • Scope of the information protected under the agreement

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

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

15. Security Incidents and Reporting • Scope of security incident reporting and notification to the Company and Regulators.

16. Audit Rights • Existence and Scope of audit rights .

17. Preservation, Return, and Secure Disposal • Scope of preservations, return, and secure disposal obligations.

18. Indemnification • Scope of indemnification duties under the agreement.

19. Limitation of Liability • Scope of limitation of liability and the importance of limiting it.

20. Insurance • Scope of any obligation to carry insurance.

21. Compliance with Laws • Scope of any obligation to comply with the law.

22. Issues to Consider • Information • Security • Use and Disclosure • Security Incidents and Reporting • Audit Rights

23. Issues to Consider • Preservation, Return, and Secure Disposal • Indemnification • Limitation of Liability • Compliance with Laws

24. Questions & Answers Dino Tsibouris (614) 360-1160 dino@tsibouris.com