Best Practices for Canadian Information Management and Supporting Technologies: Integration Legal Issues -Due Diligence -Corporate Policies -Contracting for Integration of Information and Supporting Technologies -Types of agreements -Defining requirements - Contract legal issues -Practical Strategies and Best Practices

1. Best Practices for Canadian Information Management
and Supporting Technologies
Overcoming the Challenges of Integration: The Legal Issues
A Bennett Jones Presentation
Toronto, Ontario
Lisa Abe-Oldenburg, Partner
Bennett Jones LLP
November 2, 2012

2. Integration Legal Issues
• Due Diligence
• Corporate Policies
• Contracting for Integration of Information and Supporting
Technologies
• Types of agreements
• Defining requirements
• Legal issues
• Practical Strategies and Best Practices

3. Due Diligence
• know what you want to achieve, how resources are related,
quality and what is missing, where value and innovation can
be created
• IT (software, hardware, data, databases, devices, domain
names, websites, etc.)
• IP (patents, copyrights, trade-marks)
• equipment, premises, personnel
• existing contracts (services, licenses, etc.)
• test that you can achieve it – slow phased in approach,
flexibility, tied to change processes and governance of the
relationship

4. Corporate Policies
• Business process management (BPM) is a systematic approach to
making an organization's workflow more effective, more efficient
and more capable of adapting to an ever-changing environment,
thereby defining roles and responsibilities.
• Corporate policies need to be drafted to ensure business processes,
including integration of information and technology, are effectively
defined and described to avoid miscommunication, human error,
and to optimize operations.
• BPM is also moving into the cloud and SaaS offerings

5. Contracting for Integration
• Non-disclosure and Confidentiality agreements
• RFI's, RFQ's, RFP's
• Letters of Intent, Term Sheets
• Employment contracts
• Supply, Subcontracting or Outsourcing contracts
• Transitional Services contracts
• Equipment Leasing and Facilities contracts
• IP ownership Assignments, Licenses and Waivers of
moral rights
• Cloud Computing agreements
• Data Processing agreements
• Distribution and Agency contracts

6. Contracting for Integration
• Defining requirements
• Inventory of assets, data, databases, software,
hardware, devices, processes and services
(including related third party contracts)
• What development work is needed and who will
own the IP?
• New services, e.g. cloud, hosting, testing, training?
• How are Integrator and customer dealing with
existing 3rd party contracts? Maintain, take over
(assignment vs. agency), terminate, renew,
renegotiate, amend? Costs and liabilities?
Transitional services?

7. Contracting Legal Issues
• Existing contract review, assessment, termination, cost analysis,
procurement law requirements (e.g. Directive)
• Advising on transitioning-in and roll-out of integration,
implications to corporate structures and governance
• Competition law, sensitive information disclosure concerns
• Employment /HR issues
• Open source software issues – tainting of proprietary technology
• Privacy law compliance for any data and database disclosure,
access, transfer (Federal and provincial privacy laws, health
information privacy laws, regulations for control of information in
specific industry sectors, e.g. financial services )
•Security issues, audits, standards
• Tax planning, cross-border and international issues

8. Contracting Legal Issues
• Affected parties: affiliates, customers, other
• Service Level requirements (SLAs)
• Scope, change management, measurement,
reporting, audit, remedies, weighting, severity
• Technical and functional standards, results-based
• Pricing: fixed, variable, base, band, flow-through
• Acceptance testing terms: criteria, timing, notice, remedies
• Warranties: timing, scope, remedies for breach
• Indemnities: third party claims, exclusions, actions
• Limitations on liability: types of damages, caps, exclusions
• Timing, term and termination, survival obligations

9. Practical Strategies and Best Practices
Business and IT need to align cultures, objectives, goals,
strategy and technology, in order to implement a successful
integration. This means that the business objectives must
correspond with the information technology requirements of
an enterprise.
Suggestions on how to accomplish this?

10. Practical Strategies and Best Practices
• Communication must be optimized between executives who
make the business decisions and IT managers who oversee the
technical operations. Business executives must communicate
effectively as to what outcomes and results are needed, and
must give IT department the ability to implement flexible
business plans and IT architectures, as well as cost allocation.
• Technical department managers need to formulate and
submit proposals that are tailored to the business outcomes
and ensure they achieve expected return on investment (ROI).
• Business executives should attend IT department meetings
and seminars to improve their understanding of the technical
capabilities and limitations of the enterprise.

11. Practical Strategies and Best Practices
• Clearly defined project management, contract
administration, governance and dispute resolution processes
in the integration agreement
• Allow for flexibility in design, phased-in approach with
sufficient testing, analysis and change order mechanisms

12. Questions? • This presentation
contains statements of
general
principles and not legal
opinions and should not
be acted upon without
Lisa K. Abe- Oldenburg, B.Comm., J.D. first consulting a lawyer
who will provide
Abe-oldenburgL@bennettjones.com analysis and advice on a
specific
matter.
Tel.: 416-777-7475
www.bennettjones.com