ip issues in cloud computing agreements

Pivotal Confidential–Internal Use Only

A NEW PLATFORM FOR A NEW ERA

Pivotal Confidential–Internal Use OnlyPivotal Confidential–Internal Use Only

IP Issues in Cloud Computing Agreements

Cyrus Wadia and Suzanne Gilfix, Pivotal Software, Inc.

David Sobral, VMware Inc.

March 12, 2015

©2015 Cyrus Wadia, Pivotal Software, Inc. All rights reserved.


Introduction

1. Cloud Computing Basics

2. Identifying Key IP Issues in Cloud Computing

Agreements

3. Best Practices to Manage Contractual Risks

4. Conclusion



Cloud Computing Basics



Cloud Computing Overview

"A model for enabling ubiquitous, convenient, on-

demand network access to a shared pool of

configurable computing resources (e.g., networks,

servers, storage, applications, and services) that can be

rapidly provisioned and released with minimal

management effort or service provider interaction."

- National Institute of Standards and Technology 2011 Guidelines



The Cloud Computing Stack

INFRASTRUCTURE AS A SERVICE (IaaS)

PLATFORM AS A SERVICE (PaaS)

SOFTWARE AS A

SERVICE (SaaS)

...ETC



Identifying Key IP Issues in Cloud Computing Agreements



Framework for Discussion of Key IP Issues

1. There is No One-Size-Fits-All Cloud Computing

Agreement

2. Unique Challenges in Cloud Computing

3. Four Key IP Issues in Cloud Computing Agreements

4. What’s Out-of-Scope For This Discussion?



Key IP Issue 1: IP Ownership

1. Summary of Issue

2. What Does “As a Service” Mean for IP Ownership?

3. IaaS v. SaaS v. PaaS

4. Hypothetical



Key IP Issue 2: IP Infringement

1. Who’s Responsible for the Infringement?

a. Deep Dive: Open Source Software

2. Extraterritoriality

a. NTP, Inc. v. Research in Motion, Ltd.

3. Divided Infringement

4. Hypothetical



Key IP Issue 3: Indemnification & Liability Limits

1. Summary of Issue

2. Indemnification

3. Limitation of Liability

4. Hypothetical



Key IP Issue 4: Jurisdictional Concerns

1. Where’s the Data?

2. What Laws Apply to the Data?

3. What Cross-Border Issues Arise?

4. Hypothetical



Best Practices to Manage Contractual Risks



Best Practices in Cloud Computing Contracts

1. Due Diligence

2. Identifying Unique Contractual Concerns

3. Negotiating



Conclusion



Thank you!

• Contact Information

– Cyrus Wadia ([email protected])

– Suzanne Glick Gilfix ([email protected])

– David Sobral ([email protected])

• © Copyright 2015 Cyrus Wadia. All rights reserved. The information contained in this presentation

has been prepared by Cyrus Wadia of Pivotal Software, Inc. and is not intended to constitute legal

advice. We have used reasonable efforts in collecting, preparing, and providing this information,

but do not guarantee its accuracy, completeness, adequacy, or currency. The publication and

distribution of this presentation are not intended to create, and receipt does not constitute, an

attorney-client relationship.


mailto:[email protected]




A NEW PLATFORM FOR A NEW ERA