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Cloud Contract Terms - Kuan Hon, Queen Mary University of London


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Cloud Contract Terms - Kuan Hon, Queen Mary University of London

  1. 1. 6 July 2011 CloudContract Terms Kuan Hon Cloud Legal Project Centre for Commercial Law Studies Queen Mary, University of /
  2. 2. Introduction Cloud Legal Project Personal
  3. 3. CLP terms of service analysis US & European providers 31 web-based sets of standard T&Cs Terms and Conditions Acceptable Use Policies Privacy Policies Service Level Agreements
  4. 4. Categories of contract provisions Contract Term Legal Framework ! Notice ! Choice of Law ! Grounds for Termination ! Jurisdiction and Venue Service Credits Indemnification Availability Exclusions and Limitations Data Assurance ! Warranty of Fitness or Quality ! Direct Liability ! Integrity ! Indirect or Consequential Loss ! Preservation ! Limitations on Liability ! Disclosure Acceptable Use IP Rights Variation of Terms Consent to Monitoring
  5. 5. Key findings include - Predictability Inappropriate / unenforceable / illegal Complexity & multiple dependencies
  6. 6. Complexity Cloud Infrastructure Cloud Infrastructure Cloud Infrastructure IaaS Software as a Service PaaS PaaS (SaaS) SaaS SaaS SaaS Architectures Cloud Infrastructure Cloud Infrastructure IaaS Platform as a Service (PaaS) PaaS PaaS Architectures Cloud Infrastructure IaaS Infrastructure as a Service (IaaS) Architectures From
  7. 7. General findings - Liability Disclaimers Guaranteed provision or continuity of service Confidentiality, Integrity or Availability of data Change/terminate service, terms Conduct of customers eg Wikileaks Choice of law and jurisdiction Data disclosure Data recovery following termination of service limits (grace; portability; deletion) Subcontracting IP rights
  8. 8. Custom cloud contracts? CSC / Google / City of LA transaction terms, eg: email and Google Message Discovery (GMD) data only in the continental United States. As soon as it shall become commercially feasible, Google shall store and process all other Customer Data, from any other Google Apps applications, only in the continental
  9. 9. Negotiated agreements research Interviews Offers, suggestions? FOI requests
  10. 10. Data ownershipData protectionCompetition law Lock-in vs interoperability / portability Standardisation effortsOthers Consumer protection law Running software in the cloud - eg software patents; export control (cryptography) Tax Derivatives? (cloud markets)
  11. 11. By Oliver Widder, Geek and Poke.
  12. 12. Practical questions for cloud users Procurement process Layering? Physical location and legal / regulatory obligations Critical infrastructure Differences in cloud service providers Third party access Insolvency of contracting party, their Data migration & backup Regain data & remove copies Contract terms (all sources) Governance
  13. 13. Further information Cloud Legal Project Contracts Contracts for clouds: comparison and analysis of the terms and conditions of cloud computing services The Terms They Are A-Changin..., Brookings Institution, Issues in Technology Innovation Number 7, March 2011 (mentioned in 2011 World Economic Forum report on cloud computing) Other papers Data ownership Data protection 2 papers, 3rd on way Law enforcement access to cloud data Competition law
  14. 14. Thanks for listening!Any questionsKuan HonCloud Legal ProjectCentre for Commercial Law StudiesQueen Mary, University of