Parties should check that all of the following issues are covered in a cloud-computing agreement:  

Pre-contract due diligence

·         Is infrastructure outsourced/subcontracted.

·         Service locations.

·         Service and security accreditations and certification.

·         Data Protection issues.

·         Customer references.

·         Data back-up.

·         Supplier's product/service development plan (for example, new features that are planned).

·         Interoperability with customer's other systems.

Core Services

·         Basic monthly service charge. Features and pricing of basic support/maintenance charge.

·         Any separate licence fee(s) or other mandatory charges.

·         Core service features and limits (for example, seats/users, storage). Features and pricing of premium support/maintenance. 

Cost variations

·         Price per additional user.

·         Pricing for additional storage.

·         Volume discount.

·         Other chargeable elements.  

Customer retained risks

·         Details of who can authorise which changes to service (for example, taking additional functions).

·         Details of customer security obligations (for example, password management).

·         Manage unwarranted risks (for example, data loss).

Implementation

·         Details and pricing of training and configuration assistance.

·         Trial and acceptance periods (and when payments commence or will be refunded).

·         Integration with customer's other systems. 

Service arrangements

·         Access management arrangements and self-provisioning tools

.·         Service levels, service credits and termination thresholds.

·         Support, governance and service management arrangements.

·         Invoicing and payment systems, including service reports and query management

.·         Internal customer governance policies (for example, support, password provision and withdrawal). 

Service continuity and disaster recovery

·         Contingency and disaster recovery procedures.

·         Price for extra storage back-up and business continuity.

·         Any options and pricing for escrow of object code, source code and data. 

Exit and transition arrangements

·         Features and pricing of transition services at termination/expiry. Potential employees issues 

All articles are for general purposes and guidance only and do not constitute legal or professional advice. Copyright 2011 Anassutzi & Co Limited. All rights reserved. Information may be shared or reproduced only if accompanied by the author’s name and bio.