I was delighted to present to the itSMF (Singapore Chapter) Leadership Congress 2016 on this topic. I hope the slides are a helpful overview for those working on transformation/innovation projects. The slides are designed to be a useful starting place.

1. www.itsmf.org.sg itSMF Singapore 2016 Annual Conference - ITSM Leadership Congress
The legal challenges to innovation, and how to deal with them
Matthew Hunter
Commercial Attorney, Red Hat (Asia Pacific)
With special thanks to the team at Olswang Asia LLP:
Matt Pollins and Ian Ferguson
For guidance only; this presentation is not legal advice.

2. www.itsmf.org.sg
The easy bit:
What is innovation?

3. www.itsmf.org.sg
The harder bit:
What are the legal
challenges?
And how do you address
these?

4. www.itsmf.org.sg
Key takeaway:
The sooner you talk to
legal, the better

5. www.itsmf.org.sg
Key takeaway:
Your legal should not
say “no” but should tell
you “how to”

6. www.itsmf.org.sg
The legal challenges of
innovation are
surmountable

7. www.itsmf.org.sg
Privacy regulations
Sector regulations
Contract law
Intellectual property

8. www.itsmf.org.sg
Privacy regulations

9. www.itsmf.org.sg
When do privacy regulations apply?
“Personal Data”
Data/information about individuals
Test: Is an individual identifiable?
Is it collected, processed, shared or disclosed?

10. www.itsmf.org.sg
How do you address privacy regulations?
Your privacy regulation checklist
1. Get consent □
2. Notify individuals how their data will be used □
3. Place limits on use of the data by any service provider □
4. Security, security, SECURITY! □
5. Make sure you have access and control over your data, you
keep it up to date and accurate
□
6. Find out where your data will be held – will there be an
international transfer?
□
7. Make sure you can get your data back on termination of a
supplier contract and that data is deleted when it is no longer
necessary to hold it
□
8. Document and implement the necessary policies and
procedures
□

11. www.itsmf.org.sg
Sector regulations

12. www.itsmf.org.sg
When do sector regulations apply?
For example, financial services, education, healthcare and
telecommunications. Think also about consumer regulations.
If you operate in a regulated industry, you must comply with
your sector regulations
These are in addition to the privacy regulations. There may be
some overlap but sector regulations are often stricter
You should include your legal and compliance team as
stakeholders. There may be a regulatory checklist to complete

13. www.itsmf.org.sg
How do you address sector regulations?
Your sector regulation checklist (based on typical sector
regulations)
1. Is there a requirement to notify your regulator or get
approval?
□
2. Do you have to complete a regulatory checklist or
questionnaire?
□
3. What due diligence have you carried out on service
providers?
□
4. What ongoing supervision will take place? What about audit? □
5. Are there enhanced security requirements? □
6. What are the business continuity/resilience arrangements? □
7. Where is your data located? Is it secure? □
8. Will you have access to your data? Is it isolated/segregated? □
9. Do the regulators/authorities need access to your data? □
10. What happens if the arrangements change/terminate? □

14. www.itsmf.org.sg
Contract law

15. www.itsmf.org.sg
What to look out for in contracts?
For example, software licences, cloud services contracts, development
agreements, maintenance agreements, agile contracts, partnerships/JVs
The contract is a key tool for good management of third parties
The first most important bit: good commercial schedules
Key legal bits to check: regulatory requirements, IP rights, termination
rights and liability
Ensure that the contract gives you flexibility to manage the relationship
during the term of the contract

16. www.itsmf.org.sg
Drafting tips for good commercial schedules
Key takeaway: The contract is a key commercial document; it’s
not just for the lawyers
The first most important
bit of the contract
• The bit that tells you what
you are paying for and
what you are getting
• Most disputes start here
• Keep it simple!
• Use plain English!
Clear and comprehensive
• Get it right at the start
• If it’s not clear now, it won’t
be clear when someone
else picks it up in the future
• Who does what? When?
• What’s included? What’s
excluded?
• Use examples to explain
complicated bits

17. www.itsmf.org.sg
Key legal issues
Liability
• Who is responsible for what? To what extent?
Termination
• When does the contract expire? When can a party terminate the contract early? For what reasons? What are
the consequences of early termination? What assistance will the supplier provide?
Intellectual property
• Who owns what IP? Who can use what IP? Consider pre-existing IP and new IP
Regulatory issues
• Are the correct regulatory obligations included in the contract? See previous slides for more information
Confidentiality
• Consider signing an NDA before starting negotiations or sharing information with a potential counterparty
Employees
• Will any employees transfer at the start or at the end of the contract?
Tax
• Who is responsible for GST (and/or other taxes)?

18. www.itsmf.org.sg
Intellectual property

19. www.itsmf.org.sg
What to look out for in IP?
IP and disruptive technology go hand in hand
Protect your IP e.g. register IP (if appropriate)
Not all ideas, data and trade secrets are protected as IP, so consider NDAs,
confidentiality clauses and security obligations to protect these
Licence your IP carefully or if you are using someone else’s IP, ensure you
get the licence you need
If there brand names are involved, consider protecting these with certain
obligations or limitations
If you are the IP owner, consider what IP indemnity you will offer (and vice
versa, if you are licensing IP)

20. www.itsmf.org.sg
The legal challenges of
innovation are
surmountable

21. www.itsmf.org.sg itSMF Singapore 2016 Annual Conference - ITSM Leadership Congress
THANK YOU
The legal challenges to innovation, and how to deal with them
Matthew Hunter
Commercial Attorney, Red Hat (Asia Pacific)
mahunter@redhat.com
@matthew1hunter
With special thanks to the team at Olswang Asia LLP:
matt.pollins@olswang.com and ian.ferguson@olswang.com