This site provides information about recent developments in Canadian cybersecurity law.
This site provides information about recent developments in Canadian cybersecurity law.
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Computer software is an essential tool for almost every organization. Businesses and other organizations use computer software to create products, perform services, manage relationships, control internal operations, and process and store sensitive and regulated data. Almost every organization procures and uses various kinds of computer software and ancillary services provided by numerous software vendors/service providers.
There are two basic business/technology models for the procurement and use of computer software:
Traditional Installed Software: The traditional installed software model involves the customer using copies of computer software installed and maintained by the customer (or its service providers) on the customer’s own technology infrastructure.
SaaS: The software-as-a-service (commonly known as “SaaS”) model involves the customer using its technology infrastructure to remotely access and use copies of computer software installed and maintained by a service provider on the service provider’s technology infrastructure.
Each model has distinctive characteristics that affect the rights and obligations of the customer and the software vendor/service provider. Consequently, the contracts used for each model are significantly different. The contract for the traditional installed software model is commonly known as a “software license agreement”. The contract for the SaaS model is commonly known as a “software-as-a-service subscription agreement” or a “cloud service subscription agreement”.
The use of licensed software and related services can present the customer with potentially significant business risks and legal liabilities, which should be addressed in the applicable software license agreement. Consequently, a prudent customer, with the benefit of legal advice, will carefully review each software license agreement and attempt to negotiate required revisions so that the agreement is appropriate and reasonable in the circumstances.
Software License Agreements – A Practical Guide explains the important provisions commonly included in software license agreements and provides practical guidance for software procurement.
The use of SaaS is a form of outsourcing that implicates compliance with legal and regulatory requirements (including laws of general application, sector-specific laws, contractual obligations and legal duties) and can present the customer with significant business risks and potential legal liabilities. A prudent customer, with the benefit of legal advice, will carefully review each SaaS agreement and attempt to negotiate required revisions so that the agreement is appropriate and reasonable in the circumstances.
SaaS Agreements – A Practical Guide explains the important provisions commonly included in software-as-a-service subscription agreements and provides practical guidance for SaaS procurement.