CLOUD 2.0 DRAFTING AND NEGOTIATING EFFECTIVE CLOUD COMPUTING AGREEMENTS

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1 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. 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. CUTTING EDGE TIMELY INTERACTIVE SPEAKERS COURSE LEADER Lisa R. Lifshitz, Partner, Torkin Manes LLP TORONTO, OCTOBER 6, 2015 WEBINAR, OCTOBER 6, 2015 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 COURSE HIGHLIGHTS 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 REGISTER BEFORE SEPTEMBER 4 AND SAVE $300! Register online at For more information, please contact Lexpert Events at

2 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 Cloud Agreements in 2015 Choosing the Right Cloud Vendor Understanding differences in Canadian vs. US Agreements Avoiding Unbalanced Vanilla Boilerplate 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 1:30-2:45 BEST PRACTICES FOR PRIVACY AND DATA SECURITY Lisa R. Lifshitz, Brian Bourne, Daniel Tobok, Vipul N. Nishawala Minimum Canadian Regulatory Requirements Drafting to Protect Against Data Breach Incorporating New Cloud Data Security Standards Controlling the Use of Your Metadata 2:45-4:00 CLOUD AGREEMENT CHANNEL PARALLEL TRACK: 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 For more information, please contact Lexpert Events at

3 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 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. 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. 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. 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.

4 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. 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. 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 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. 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. 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 He has also been recognized nationally by Chambers USA every year since 2008 as a leading Outsourcing attorney.

5 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 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. 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. 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.

6 REGISTER ONLINE: Yes! Please register the following delegate(s) for CLOUD 2.0 DRAFTING AND NEGOTIATING EFFECTIVE CLOUD COMPUTING AGREEMENTS Mr. Ms. Title: Telephone #: Company: Address: City: Province: Postal Code: Payment enclosed Payment to follow Invoice me Charge to my VISA AMEX MC Card#: CVV: Expiry Date: Cardholder s Name: Signature: In class registration fee includes the course, materials, breakfast, lunch and coffee breaks. Substitutions are granted with notification to Lexpert Events. Webcast participants will receive an online link to access the program materials as part of their registration fee In class participants material selection: Print Digital Both (an additional charge of $99 will apply) Select price: Early Bird Price $ applicable taxes Regular Course Price $ applicable taxes Public Sector Price $ applicable taxes Webinar Price* (Oct. 6) $995 + applicable taxes Select venue (in class only): If this brochure is undeliverable to the addressee, then please forward to a Senior Executive or Corporate Counsel. (GST Reg # ) TORONTO - October 6 St. Andrews Club and Conference Centre 150 King St West, 27th Floor, Toronto, ON M5H 1J9 Telephone: Fax: SPECIFICALLY DESIGNED FOR: In-House Counsel CIOs IT Executives and Project Managers Senior IT Consultants Procurement Managers Compliance Officers ACCREDITATION LAW SOCIETY OF BRITISH COLUMBIA This program has been accredited by the Law Society of British Columbia for 6.25 hours towards the professional development requirement for certification. LAW SOCIETY OF UPPER CANADA (CPD) This program can be applied towards the 9 Substantive Hours of Continuing Professional Development (CPD) required by the Law Society of Upper Canada. Please note that this program is not accredited for Professionalism hours or for the New Member Requirement. Total hours 6.25 LAW SOCIETY OF NEW BRUNSWICK This program has been accredited by the Law Society of New Brunswick for 6.25 hours towards the mandatory continuing professional development requirement. LAW SOCIETY OF ALBERTA For Alberta lawyers, consider including this course as a CPD learning activity in your mandatory annual Continuing Professional Development Plan as required by the Law Society of Alberta. BARREAU DU QUÉBEC The Barreau du Québec automatically recognizes the same number of hours for this training activity, as long as it has been accredited by another Law Society that has adopted MCLE. *WEBINAR PRICE CLARIFICATION Please note, these prices are on a per-person basis. For payment of the price for one person, only one individual is allowed to be logged in, and viewing at a time. To inquire about Group Rates, please see the contact information below. CANCELLATION AND REFUND POLICY: Full refunds, less a $ (plus applicable taxes) administration fee, will be given for cancellations received in writing 10 business days before the course start date. Unfortunately, refunds cannot be provided after this date. Substitution of delegates may be made at any time. Please note that Lexpert reserves the right to cancel any course deemed necessary and will, in such an event, make a full refund of registration fees paid. For reasons beyond the control of the course organizer, it may be necessary to change the subject agenda of the program and no liability is assumed for any such changes in content. CONTACT US: Web: Call: Toll free or (416) Fax: (416) register@lexpert.ca Mail: Lexpert, Marketing Events One Corporate Plaza, 2075 Kennedy Road, 11th Floor, Toronto, ON, M1T 3V4 Please make cheques payable to Lexpert