1. technology and computing

CLOUD 2.0 – DRAFTING AND
NEGOTIATING EFFECTIVE CLOUD
COMPUTING AGREEMENTS
Cloud 2.0 is here and as customers grow more sophisticated, Cloud computing agreements are evolving to meet regulatory and legal
environments and increasing customer needs. However, as the cloud market matures, not all Cloud computing agreements are created
equal. Using a balanced approach, we will teach you to understand Cloud agreements, separating the “buzz” from the Cloud. We will
offer you practical guidance to drafting and negotiating effective Cloud computing agreements, taking into account the technological,
business and legal considerations of your organization’s use of Cloud computing technologies and Cloud providers.
Join us and the experts from law firms and industry who will help demystify Cloud 2.0, answer your Cloud computing questions and
discuss both the strategic opportunities and risk management priorities surrounding your organization’s use of Cloud computing. Learn
how to differentiate the good from the bad vendors and unbalanced agreements. We will provide you with practical information and
approaches that will help you create useful Cloud computing agreements that meet your business and legal requirements.
CUTTING EDGE • TIMELY • INTERACTIVE
Since the Cloud is being used by virtually every enterprise and organization, this course is a must attend for Directors; Officers,
Corporate Counsel and Risk Managers who need to understand how to negotiate and obtain effective Cloud computing agreements,
harnessing the benefits and mitigating the risks of the Cloud and maximizing value for themselves and their companies.
TORONTO, OCTOBER 6, 2015 • WEBINAR, OCTOBER 6, 2015
SPEAKERS
COURSE HIGHLIGHTS
COURSE LEADER
• Cloud 2.0 – Evolving Cloud Agreements and Current
Contract Trends
• Drafting Balanced Representations and Warranties/
Indemnities
• Demystifying Service Level Agreements - Avoiding
the “Gotchyas”
• Best practices for Privacy and Data Security
• Negotiating the Exit – Ensuring Successful Transition
• Clouds for Financial Service Providers
• Clouds for Healthcare Providers/Pharma
Lisa R. Lifshitz, Partner, Torkin Manes LLP
GUEST SPEAKERS
Sean Bhagwandin, Senior Legal Counsel, Apotex Inc.
Brian Bourne, President, Infrastructure Guardian Inc.
Sean Caragata, Director Legal Services, Cisco Systems
Eran Farajun, Executive Vice President, Asigra Inc.
Alaine C. Grand, VP Law, Janssen Inc.
C. Ian Kyer, In-house Counsel, RPM Technologies
John Le Blanc, Senior Legal Counsel, Scotia Bank Legal Department
Nadine Letson, Senior Corporate Counsel, Microsoft Canada Inc.
Charles McCarragher, Senior Legal Counsel, TD
Vipul N. Nishawala, Partner, Pillsbury Winthrop Shaw Pittman LLP
Rajeev Sharma, Sharma Lawyers
Matthew Snell, GTS Canada Senior Counsel, IBM Canada.
Daniel Tobok, Managing Director, Security Consulting and Forensics, TELUS
REGISTER BEFORE SEPTEMBER 4 AND SAVE $300!
Register online at www.lexpert.ca/cpdcentre
For more information, please contact Lexpert® Events at 1-877-298-5868
Obtain
CPD
Hours
PROGRAM OUTLINE
8:00 - 9:00
REGISTRATION AND BREAKFAST
9:00 - 10:15
CLOUD 2.0 – EVOLVING CLOUD AGREEMENTS AND
CURRENT CONTRACT TRENDS
Lisa R. Lifshitz, Eran Farajun, Vipul N. Nishawala,
Sean Caragata, Matthew Snell
1:30 - 2:45
BEST PRACTICES FOR PRIVACY AND DATA SECURITY
Lisa R. Lifshitz, Brian Bourne, Daniel Tobok,
Vipul N. Nishawala
• Cloud Agreements in 2015
• Choosing the Right Cloud Vendor
• Understanding differences in Canadian vs. US Agreements
• Avoiding Unbalanced Vanilla Boilerplate
2:45 - 4:00
CLOUD AGREEMENT CHANNEL PARALLEL TRACK:
10:15 - 10:30
REFRESHMENT BREAK
10:30 - 11:30
DRAFTING BALANCED REPRESENTATIONS AND
WARRANTIES/INDEMNITIES
Lisa R. Lifshitz, Vipul N. Nishawala
• “Must Have” Reps/Warranties
• Key Carve-Outs
• Vendor Cross-Indemnities
• Current trends in limiting liabilities
11:30 - 12:30
DEMYSTIFYING SERVICE LEVEL AGREEMENTS
- AVOIDING THE “GOTCHYAS”
Lisa R. Lifshitz, C. Ian Kyer
• Understanding SLAs vs. SLOs
• Meaningful Credits and Penalties
• Understanding Exemptions and Exceptions
• Negotiating SLAs in a public cloud environment
12:30 - 1:30
NETWORKING LUNCH
• Minimum Canadian Regulatory Requirements
• Drafting to Protect Against Data Breach
• Incorporating New Cloud Data Security Standards
• Controlling the Use of Your Metadata
CLOUDS FOR FINANCIAL SERVICE PROVIDERS
Nadine Letson, Charles McCarragher, John Le Blanc
• What do FIs Want and Need?
• Choosing the Right Vendor – Effective Due Diligence
• Public vs. Private Clouds
• Understanding and Meeting OSFI and other FI Requirements
• Cross-Border Data Issues
CLOUDS FOR HEALTHCARE PROVIDERS/PHARMA
Rajeev Sharma, Sean Bhagwandin, Alaine Grand
• Choosing the Right Vendor – Effective Due Diligence
• Public vs. Private Clouds
• Understanding and Meeting Personal Health Information
Requirements
• Protecting Electronic Health Records
• Guidance from the Regulators
• Cross-Border Data Issues
4:00 - 4:15
REFRESHMENT BREAK
4:15 - 5:00
NEGOTIATING THE EXIT – ENSURING SUCCESSFUL
TRANSITION
Lisa R. Lifshitz, C. Ian Kyer
• Crafting Appropriate Transition Clauses
• Ensuring Data Migration and Data Destruction
• “No Hostage” Payment Terms
5:00
CONCLUSION AND WRAP-UP
REGISTER BEFORE SEPTEMBER 4 AND SAVE $300!
Register online at www.lexpert.ca/cpdcentre
For more information, please contact Lexpert® Events at 1-877-298-5868
LISA R. LIFSHITZ
COURSE LEADER
Lisa is a partner in Torkin Manes’ Business Law Group, specializing in the areas of information technology and business
law and is the leader of the firm’s Technology, Privacy & Data Management Group. Lisa has particular expertise in
preparing and negotiating cloud computing agreements (SaaS, PaaS, IasS), cloud retail agreements, cloud storage
agreements, Internet-related, m-commerce and e-commerce agreements, app development agreements, hosting
agreements, mobile payment agreement, outsourcing, system acquisition and master services agreements. Lisa is the
President of the Canadian IT Law Association, is the current Chair of the Technology Committee of the American Bar
Association’s Business Law Section and is a member of the ABA Standing Committee on Technology and Information Systems. She is also
on the Editorial Boards of the ABA’s Business Law Today and The Sci-Tech Lawyer. Lisa has been recognized in Canada and abroad for her
expertise in technology law matters. She is ranked by The Best Lawyers in Canada 2015 for Technology Law, as a Leading lawyer in Technology
Media & Telecommunications Law by Who’s Who Legal: Canada, 2015 and as a Leading lawyer in Internet & e-Commerce Law by the
International Who’s Who of Business Lawyers. She has also been ranked by the Canadian Legal Lexpert Directory in Computer & I.T. Law and
Technology Transactions since 2005. Lisa is a prolific writer and speaker and has been published by Internet and Ecommerce Law in Canada,
Data Guidance, Corporate Risk Canada, Business Law Today, The Cyberspace Lawyer and other publications. She currently writes the monthly
“IT Girl” technology law column for Canadian Lawyer Online. Lisa was recently recognized by Chambers Global 2015 for her expertise in
Information Technology.
SEAN BHAGWANDIN
Sean Bhagwandin is Senior Legal Counsel at
Apotex, Canada’s largest generic pharmaceutical
manufacturing company. Among other
responsibilities, Sean supports Apotex’s Global
Information Services group in all technology
related matters. With extensive experience
in purchaser-side technology transactions
ranging from licensing to outsourcing, he provides perspective
gained from technology deployments in various industries, including
Telecommunications, Financial Services and Retail.
SEAN CARAGATA
Sean is a seasoned IT legal executive. He
provides business advice, develops strategy,
delivers compliance programs and training, and
negotiates high value contracts in countries
around the world. In his 15 years with Cisco,
Sean has supported nearly all areas of Cisco’s
business, including sales, services, engineering,
and M&A. Currently, Sean leads legal support for Cisco Cloud Services.
He originated legal support for “Smart+Connected Communities”,
healthcare and Internet of Things. He spent 4 years based in London,
England, supporting Cisco´s Emerging Markets in Africa, Middle East,
Eastern Europe and Russia, and 4 years leading legal support for Cisco
Canada. Prior to Cisco, Sean worked at PixStream Video Networking,
SaskTel, the Province of Saskatchewan, and the law firms of Sack
Goldblatt Mitchell and MacPherson Leslie Tyerman.
BRIAN BOURNE
Brian spends his days providing leadership to
CMS Consulting Inc., an IT consulting firm that
designs, builds and manages solutions both on
premise and in the cloud for mid-market and
large enterprise customers. He is also an active
member of the IT security community, cofounding Canada’s largest security conference
(SecTor) and the security user group TASK, which has become one
of the largest IT security groups anywhere with over 3500 active
members. When he isn’t being a geek around computers, he’s either
burning gasoline in some sort of motorized vehicle or pretending to
be a triathlete.
ERAN FARAJUN
Eran Farajun, executive vice president of
Asigra, is responsible for the company’s global
expansion, overseeing sales, marketing, business
development and long-term strategic activities
for the company’s cloud backup and recovery
software platform. Additionally, Farajun oversees
strategic relationships with Asigra’s technology
and channel partners who have helped grow deployments of Asigra
Cloud Backup to more than 1,000,000 sites worldwide. He has been
instrumental in establishing Asigra as a leader in public, private and
hybrid cloud backup and recovery, bringing new levels of efficiency to
IT constrained organizations, and industries with compliance mandates
that are looking to improve data protection. Farajun has nearly two
decades of experience in the business of technology and holds a law
degree from the University of Sheffield in the U.K.
ALAINE C. GRAND
Alaine Grand is AstraZeneca Canada’s Chief
Legal Counsel and a member of the Executive
Team. She brings more than 19 years of legal
experience to the organization, having spent
13 years exclusively in the biopharmaceutical
sector. As Chief Legal Counsel, Alaine
is responsible for all legal affairs across
AstraZeneca Canada, and contributes to the strategy and overall
management of the Canadian business. Alaine holds a Bachelor
of Social Work from the University of British Columbia and a
Bachelor of Laws from the University of Calgary. She completed her
admission to the bar with both The Law Society of Alberta and The
Law Society of Upper Canada.
JOHN LEBLANC
Information technology and outsourcing
lawyer in the Legal Department for The Bank
of Nova Scotia. Advises the Bank’s various
subsidiaries and divisions in connection with
a wide range of technology transactions
including outsourcing, licensing, IT procurement,
regulatory compliance, cybersecurity, RFPs and
various other electronic commerce initiatives. He has negotiated and
managed the Bank’s largest outsourcing arrangements working with
Privacy, Compliance, Security and IT business units internationally. He
is a long time member and the past Chair of the Toronto Computer
Lawyers Group. Prior to joining Scotiabank John spent 6 years with
Royal Bank of Canada and, previous to that, 5 years with McMillan
Binch. Undergraduate and graduate degrees from McMaster University,
LL.B from Dalhousie Law School and called to the Bar in 1996.
CHARLES MCCARRAGHER
Charles McCarragher is Associate Vice
President and manager of the legal
technology group at the Toronto Dominion
Bank specializing in IT procurement and
outsourcing. He routinely negotiates
technology transactions ranging from
large scale technology implementations,
outsourcings, complex procurement and joint developments.
Prior to joining TD, he was Technology Law Counsel at CIBC and a
senior associate at Gowling Lafleur Henderson LLP specializing in
Technology, Venture Capital and Corporate Law.
C. IAN KYER
After 33 years at Faskens, Ian has become
in-house counsel at RPM Technologies, a
provider of retail product management
software to Canada`s financial services
companies. Ian was the founder and first
president of the Canadian IT Law Association
and is a past president of the Computer
Law Association, Inc., (now iTechLaw). Ian is the author or editor
of many books including Outsourcing Transactions: A Practical
Guide (Canada Law Book, 2006) with John Beardwood and Kyer
and Fecenko on Computer-Related Agreements: A Practical Guide,
Second Edition (Butterworths, Toronto, 1997) with Mark Fecenko. He
has also written a novel about the relationship between Mozart and
Antonio Salieri. Entitled Damaging Winds it is available as an ebook
through the National Arts Centre website.
NADINE LETSON
Nadine Letson is Senior Counsel for Microsoft
Canada based in Mississauga, Ontario. She is part
of a team of commercial lawyers that provide
support to Microsoft Canada’s sales and services
professionals. In her role, Nadine negotiates
cloud computing, on premise licensing, and
consulting services agreements with Microsoft
Canada’s largest customers. She also advises on compliance and
regulatory matters. Prior to joining Microsoft, Nadine was an associate
in the technology law group at a large Bay Street firm.
VIPUL NISHAWALA
Vipul Nishawala is a partner in the New York
office of Pillsbury. He has extensive experience
in counseling clients on a broad range of
technology-driven transactions (including
strategic IT and business process outsourcings,
systems integrations and cloud transactions).
He also advises on related issues such as data
protection. Mr. Nishawala has been ranked among the top tiers of
Technology and IT Outsourcing lawyers in New York by Chambers
USA every year since 2007. He has also been recognized nationally
by Chambers USA every year since 2008 as a leading Outsourcing
attorney.
RAJEEV SHARMA
Rajeev Sharma is the Managing Partner of Sharma
Lawyers specializing in corporate/commercial,
healthcare and regulatory law. Rajeev advises
a broad range of clients including those in the
healthcare sector on all corporate/commercial,
marketing/advertising, competition, compliance
(including anti-corruption) and regulatory
law matters. He previously worked as senior corporate counsel and
HealthCare Compliance Officer at Bayer’s Canadian headquarters
advising the medical, pharmaceuticals and diabetes care divisions and
for a national Canadian law firm based in Toronto. He holds degrees
from Osgoode Hall Law School, The London School of Economics &
Political Science (UK), York University and was called to the Ontario Bar
in 1999. He is currently a part-time instructor at York (Glendon College)
and Ryerson Universities and has previously taught at the Western and
Queens law schools.
DANIEL TOBOK
As the head of the National security consulting
and Forensics practice at TELUS, Daniel Tobok
leads one of Canada’s largest and experienced
teams responsible for Cyber security, threats,
digital forensics investigations, Anton Piller
orders, E-discovery and subject matter
expertise revolving around Digital crimes. An
internationally-recognized forensics and security specialist, Daniel has
more than 18 years of hands-on digital forensics experience. He has
consulted in both the private and public sectors in North America and
Europe, and is a recognized subject matter expert in cases involving
corporate breaches, digital forensics, fraud, theft of intellectual
property (IP) and security risk assessments. Daniel has personally
participated in more than 1000 computer forensic investigations and
more than 800 security audits and risk analysis engagements. Daniel
frequently works and advises Canada’s top law firms and corporate
counsel along with government and law enforcement on the subject
of Cyber crime.
MATTHEW SNELL
An executive member of IBM’s global legal
department Matt is currently the Senior
Counsel for the Global Technology Services
division at IBM Canada. Matt leads a team of
lawyers and contract professionals who, among
other things, support technology transactions
at IBM including long term complex services
engagements, such as IT Outsourcings. Matt received a Bachelor
of Applied Science Degree in Systems Design Engineering from the
University of Waterloo and a Law Degree from the University of
Western Ontario.
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