DATA SECURITY AND COMMERCIAL CONTRACTS

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1 DATA SECURITY AND COMMERCIAL CONTRACTS An update on the changing US laws relating to data security and how to address this critical area of change and risk in your commercial contracts

2 2 Participants Michael Pillion Partner Morgan Lewis P: E: Sheila Hawes Associate General Counsel and Chief Privacy Officer AmerisourceBergen Corporation P: E: Barbara Melby Partner Morgan Lewis P: E: 2

3 HOW CHANGES IN PRIVACY AND SECURITY REGULATION ARE AFFECTING COMMERCIAL TRANSACTIONS 3

4 4 Topics Covered Presentation Focus is on US Laws Federal Privacy and Data Security Laws State Privacy and Data Security Laws Proposed Federal Law Impact on the Commercial Contract (focusing on services transactions)

5 5 Federal Laws Laws that apply to particular sectors: Gramm-Leach-Bliley Act (G-L-B), a/k/a Financial Services Modernization Act of 1999, regulating personal information collected or held by financial institutions or other businesses that provide financial services and products. Privacy requirements Security safeguard requirements Breach notification requirements Health Insurance Portability and Accountability Act (HIPAA), as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH), regulating medical information, including protected health information (PHI): HIPAA Privacy Rule privacy requirements applicable to PHI HIPAA Security Rule - safeguard requirements HIPAA Security Breach Notification Rule breach notification requirements

6 6 Federal Laws Consumer protection laws, such as the Federal Trade Commission Act (FTC Act) Not specifically privacy and data security laws Used to prohibit unfair or deceptive practices involving the collection, use, processing, protection and disclosure of personal information. FTC s "Red Flags" Rules issued under the Fair and Accurate Credit Transactions Act (FACTA), requiring financial institutions and creditors to have theft protection programs that detect or red flag identity theft in their dayto-day operations.

7 7 Federal Laws Laws that apply to types of activities that use personal information or might otherwise affect individual privacy, such as: Children's Online Privacy Protection Act (COPPA), regulating the online collection of information from children. Fair Credit Reporting Act (FCRA), as amended by FACTA, regulating consumer credit and other information. Controlling the Assault of Non-Solicited Pornography and Marketing (CAN- SPAM), regulating commercial . Telephone Consumer Protection Act (TCPA), regulating telemarketing. Electronic Communications Privacy Act (ECPA), regulating electronic communications. Computer Fraud and Abuse Act (CFAA), regulating computer tampering. Many other Federal laws that regulate the use of personal information.

8 8 State Laws Hundreds of privacy and data security laws governing the collection, use, protection and disclosure of personal information exist at the state level, with inconsistent scope and obligations. State privacy and data security laws include, for example: Data security breach notification laws Laws mirroring FTC Act and other consumer protection laws Laws supplementing G-L-B and HIPAA, including Medical Information laws Data Security laws Record disposal laws Laws protecting personal information of students Card transaction laws Social Security number laws More and always changing

9 9 State Data Breach Notification Laws In 2002, California was the first state to enact a data security breach notification law, which became effective in July, The California law requires a business or state agency to notify any California resident whose unencrypted personal information, as defined, was acquired, or reasonably believed to have been acquired, by an unauthorized person. Any person or business that is required to issue a security breach notification to more than 500 California residents as a result of a single breach of the security system shall electronically submit a single sample copy of that security breach notification, excluding any personally identifiable information, to the Attorney General. Today, 47 states, the District of Columbia, Guam, Puerto Rico, and the U.S. Virgin Islands have breach notification laws. Texas law requires notification to be given by persons/entities who conduct business in Texas (not defined) to residents of other states. If the other state has a breach notification law, the notice can be given under either Texas law or the other state s law. If no law in the other state, Texas notification law applies. These are reactive laws, not proactive laws.

10 10 47 Data Breach Notification States Alaska Washington Oregon Nevada California Idaho Utah Arizona Montana Wyoming Colorado New Mexico North Dakota Minnesota South Dakota Nebraska Kansas Oklahoma Wisconsin Iowa Illinois Missouri Arkansas Michigan Ohio Indiana Kentucky Tennessee New York Pennsylvania West Virginia Virginia North Carolina South Carolina Alabama Georgia Maine New Hampshire Vermont Massachusetts Rhode Island Connecticut New Jersey Delaware Maryland District of Columbia Texas Florida Hawaii Louisiana Mississippi Guam Puerto Rico Virgin Islands

11 11 State Data Breach Notification Laws State Citation Alaska Alaska Stat et seq. Arizona Ariz. Rev. Stat Arkansas Ark. Code et seq. California Cal. Civ. Code , et seq. Colorado Colo. Rev. Stat Connecticut Conn. Gen Stat. 36a-701b Delaware Del. Code tit. 6, 12B-101 et seq. Florida Fla. Stat , , (2)(i) (2014 S.B. 1524, S.B. 1526) Georgia Ga. Code , -911, -912; Hawaii Haw. Rev. Stat. 487N-1 et seq. Idaho Idaho Stat to -107 Illinois 815 ILCS 530/1 to 530/25 Indiana Ind. Code et seq., et seq. Iowa Iowa Code 715C.1, 715C.2 Kansas Kan. Stat. 50-7a01 et seq. Kentucky KRS , KRS to (2014 H.B. 5, H.B. 232) Louisiana La. Rev. Stat. 51:3071 et seq., 40: to.116 (2014 H.B. 350) Maine Me. Rev. Stat. tit et seq. Maryland Md. Code Com. Law et seq., Md. State Govt. Code to Massachusetts Mass. Gen. Laws 93H-1 et seq. Michigan Mich. Comp. Laws , Minnesota Minn. Stat. 325E.61, 325E.64 Mississippi Miss. Code Missouri Mo. Rev. Stat Montana Mont. Code , et seq.

12 12 State Data Breach Notification Laws State Citation Nebraska Neb. Rev. Stat , -802, -803, -804, -805, -806, -807 Nevada Nev. Rev. Stat. 603A.010 et seq., New Hampshire N.H. Rev. Stat. 359-C:19, -C:20, -C:21 New Jersey N.J. Stat. 56:8-163 New York N.Y. Gen. Bus. Law 899-aa, N.Y. State Tech. Law 208 North Carolina N.C. Gen. Stat 75-61, North Dakota N.D. Cent. Code et seq. Ohio Ohio Rev. Code , , , Oklahoma Okla. Stat , to -166 Oregon Oregon Rev. Stat. 646A.600 et seq. Pennsylvania 73 Pa. Stat et seq. Rhode Island R.I. Gen. Laws et seq. South Carolina S.C. Code , 2013 H.B Tennessee Tenn. Code Texas Tex. Bus. & Com. Code , , Tex. Ed. Code (b)(5) Utah Utah Code et seq. Vermont Vt. Stat. tit , 2435 Virginia Va. Code , :05 Washington Wash. Rev. Code , West Virginia W.V. Code 46A-2A-101 et seq. Wisconsin Wis. Stat Wyoming Wyo. Stat et seq. District of Columbia D.C. Code et seq. Guam 9 GCA et seq. Puerto Rico 10 Laws of Puerto Rico 4051 et seq. Virgin Islands V.I. Code tit. 14, 2208

13 13 State Data Breach Notification Laws Common Provisions Common Provisions Who must comply? Who is covered? State resident consumer What information (PII) is covered? Name combined with SSN, account no., drivers license no. What triggering or breaching event? Unauthorized acquisition of data What notice requirements? Timing or method of notice Who must be notified Exemptions (e.g., for encrypted information) Penalties, enforcement authorities and remedies

14 14 State Data Breach Notification Laws -- Differing Standards Vary by State and circumstances of the breach Definition of personal information Who must comply? Notification triggers Notification to AG or other state agency Manner of notification Data format: hard copy files vs. electronic only Safe harbor for encryption

15 Amendments to California Data Breach Notification Law Amendments effective January 1, Modifies the current data breach notification statutes in two primary respects. First, if a business maintains personal information about a California resident (expansion from owns or licenses), the business must implement and maintain reasonable security procedures and practices appropriate to the nature of the information, to protect the personal information from unauthorized access, destruction, use, modification, or disclosure. Becomes a proactive law. Second, where the notifying entity was the source of a breach involving the disclosure of Social Security or driver s license numbers, and if any offer to provide identity-theft prevention or mitigation services is made, it must be made at no cost to the affected person for no less than 12 months along with all information necessary to take advantage of the offer. Also adds prohibition on sale, advertisement for sale or offer of sale of an individual s social security number.

16 16 Data Security Laws Several states, including California, Massachusetts, Connecticut and Nevada, have enacted laws requiring that companies take certain steps to protect the security of personal information that they collect, use and maintain. Massachusetts regulations requires that companies (including out-of-state) who own, license, store or maintain personal information about a MA resident must comply with strict requirements to safeguard such personal information. Required Comprehensive Written Information Security Program (for both paper and electronic information) Required Encrypt personal information of MA residents that is (i) on portable devices (e.g., smartphones, laptops), (ii) stored in portable media (e.g., memory sticks, DVDs), or (iii) transmitted over a public or wireless network Companies subject to the MA regulations must take reasonable steps to ensure their third-party service providers that have access to personal information of a MA resident will comply with the MA regulations. Contracts with third-party service providers must require compliance with the MA regulations.

17 State Laws Mirroring FTC Act, and Supplementing G-L-B and HIPAA Laws that mirror FTC Act and other consumer protection statutes, prohibiting unfair or deceptive business practices. Laws supplementing G-L-B and HIPAA which do not preempt more protective state laws that are not inconsistent. 17

18 18 State Laws Medical Information Laws A number of states, including California and New Jersey, have adopted statutes specifically aimed at the protection of medical information. New law in New Jersey, signed into law on January 9, 2015 and becomes effective August 1, Applies to health insurance carriers, including health service corporations, hospital service corporations, and health maintenance organizations authorized to issue New Jersey health benefit plans. Bars such health insurance carriers from collecting a patient s name linked with his or her Social Security number, driver s license or other state identification number, address, and other identifiable health information unless this data is encrypted or otherwise unusable by an unauthorized third party. Law requires security measures to extend beyond a simple password and mandates that health insurance carriers implement safeguards that render the data unreadable, undecipherable, or otherwise unusable by someone who can bypass the password protection. Law applies to all end-user computers, such as desktops and laptops and mobile devices, and all data and information transmitted via public networks. The NJ bill signing came a little more than one year after Horizon Blue Cross Blue Shield suffered the theft of two laptops that contained varying amounts of personal data on more than 839,711 policyholders, including names, demographic information, addresses, birth dates, some Social Security numbers and certain medical information. Law is supplemental to HIPAA

19 19 State Laws Record Disposal Laws Several states, including California, New Jersey, New York and Delaware, have enacted laws requiring proper disposal of tangible and intangible records containing personal information. New Delaware law, effective January 1, 2015 Covers commercial entities, defined broadly, including non-profit entities Commercial Entities must take all reasonable steps to destroy or arrange for the destruction of personal identifying information in its custody and control by shredding, erasing, or otherwise destroying or modifying it so that the information is entirely unreadable or indecipherable. Consumer who suffers actual damages may bring civil action and court may award treble damages Authorizes administrative enforcement proceedings Exemption for entities subject to G-L-B, HIPAA, Federal Credit Reporting Act

20 State Laws Protecting Personal Information of Students Laws include enhanced privacy requirements for school districts that are relevant to education technology companies that provide services to school districts. Address student data privacy in a number of ways, including restricting with whom student data may be shared, restricting which data may be collected, requiring school districts to adopt data-retention and security standards, and requiring the publication of data collection indices that explain each element of student data that school districts collect. 20

21 21 State Laws Protecting Personal Information of Students Several new state laws also require specific provisions regarding student data privacy to be included in any contract between a school district and a third-party service provider. In Louisiana, agreements with contractors must include, among other matters, provisions for privacy and security audits by the district as well as data breach planning, notification, and remediation procedures. In California, such agreements must include, among other matters, procedures for parents and legal guardians to review and correct personally identifiable information held by the contractor.

22 22 State Laws Protecting Personal Information of Students California s Expanded Student Data Privacy Regime Student Online Personal Information Protection Act (SOPIPA) recently enacted in California and taking effect on January 1, 2016, is not limited to services provided directly to schools. SOPIPA applies stringent privacy rules to any operator of websites, Internet services, or mobile applications with actual knowledge that the services are used primarily for K 12 school purposes and were designed and marketed for K 12 school purposes. SOPIPA prohibits, among other actions, using student data for targeted advertising on the service; using any information collected, including persistent unique identifiers (such as persistent cookies), for targeted advertising on any other site or service; and selling student data. SOPIPA also imposes certain data security and deletion requirements on covered services. K 12 school purposes is defined as any purpose that customarily takes place at the direction of a K 12 school, teacher, or school district or that aids in the administration of school activities. Accordingly, even if an online service is not provided directly to schools, if it is used by K 12 students or fills a traditional school function, it may be subject to the restrictions. Services subject to SOPIPA may therefore include some social networks, collaboration tools, study aids (such as flashcard apps or other mobile education apps), note-swapping services, and message boards, among any other tools that a school might use or benefit from.

23 23 Some More State Laws Card transaction laws. Several states, including California, New York and Massachusetts, have enacted laws that limit the collection of personal information in connection with payment card transactions. Social Security number laws governing the collection, use, protection, disclosure and sale of Social Security numbers.

24 24 Constantly Changing State Laws At least 23 states introduced or considered security breach notification legislation in Most of the bills provided for amendments to existing security breach laws. At least 11 states enacted some type of breach legislation for businesses, educational institutions or government in Kentucky in 2014 became the 47th state to have a breach law.

25 2015 Proposed Amendments to New York Law In mid-january 2015, New York s attorney general proposed amendments to his state s data security laws, which would: require companies to put into place certain strong technical and physical security measures to protect the data they hold, amend the state's existing breach notification law to include within the definition of private information the combination of an address and password, an address in combination with a security question and answer, medical data such as biometric information and health insurance information, create a safe harbor from liability for companies that adopt and attain certification that they have effectively implemented heightened security standards, and provide a shield for companies that share forensic reports with law enforcement officials by ensuring that the disclosure does not affect any privilege or protection. 25

26 26 New Federal Legislation? In remarks at the FTC on January 12, 2015, and in his State of the Union Address on January 20, 2015, President Obama called for the passage of the Personal Data Notification & Protection Act, which would: Create a single national standard for security breach notification Businesses would have 30 days to notify affected individuals of a security breach. Businesses would not need to notify affected individuals if there is no reasonable risk of harm or fraud to the affected individuals. Businesses would be required to notify individuals directly and provide media notification in any state with more than 5,000 affected individuals. Businesses must notify an entity designated by the Department of Homeland Security within 10 days of discovering the breach. Preemption of state security breach notification laws

27 27 New Federal Legislation? Proposed Personal Data Notification & Protection Act would: Encourage cyber threat information sharing within the private sector and between private sector and federal government President Obama s proposal encourages the private sector to share appropriate cyber threat information with the Department of Homeland Security s National Cybersecurity and Communications Integration Center ( NCCIC ). The NCCIC would then share the cyber threat information with (1) appropriate federal agencies and (2) Information Sharing and Analysis Organizations ( ISAOs ), which are developed and operated by the private sector. Businesses that share the cyber threat information they acquire would be granted targeted liability protection. Enhance law enforcement s ability to investigate and prosecute cyber crimes

28 28 New Federal Legislation? Tug of war? Financial industry tradegroups pushing for the Personal Data Notification and Protection Act because preemption of state data security breach notification laws would require (and enable) retailers and other businesses to meet a single national standard. Industry groups also backing the Personal Data Notification and Protection Act as it will promote sharing of cyber threat information between private and public sectors because threat of litigation reduced. Some State Attorney Generals and privacy advocates are against because some State laws are more protective. President Obama also proposed a federal Student Digital Privacy Act modeled on California s SOPIPA.

29 29 Related Contract Provisions for Commercial Contracts More and more of the commercial contract is related to the Customer s data and the corresponding rights, obligations and liabilities of the Vendor and Customer. What contract provisions are required? Depends on the particular facts and circumstances of the relevant transaction, taking into account: What types of data will be accessed/processed/hosted? Consider the sensitivity Personal Information? Protected Health Information (PHI)? Sensitive Personal Information? Businesssensitive information?

30 Data Definitions Data Not only the data as provided by Customer also any data accessed by Vendor and any data resulting from Vendor s performance of the services Will Vendor will have data of Customer s clients or other third parties? Personal Information (Subset of Customer Data) Identifies a person (e.g., name, address) Authenticates a person (e.g., passwords, PINs) Subset: sensitive personal information, such as SSN, financial account numbers, other government-issued IDs Subset: protected health information (PHI) under HIPAA Vendor should provide protection of Customer s data commensurate with the level of sensitivity of the data Confidential Information Include Customer Data in definition of Customer Confidential Information Personal Information as exception to the exception from the definition of Customer Confidential Information 30

31 31 Data Security Plan Maintenance of data security plan Meeting requirements of law Meeting requirements of Customer policy? Meeting requirements of Vendor policy? Meeting requirements of Industry standards? Data security standards (such as ISO; ITIL; PCI DSS)? Enhancement over time to keep pace with the foregoing; lessons learned; sensitivity of data Addressing, among other things: Physical security, commensurate with data sensitivity Logical/system security, to avoid compromise of confidentiality through commingling How data is segregated

32 32 Data Security Plan Maintenance of data security plan Addressing, among other things: Access by authorized personnel only Regular monitoring of intrusion detection system and reporting Encryption (e.g., for transfers outside firewalls) Use of mobile devices and storage (e.g., laptops, tablets, USB drives, back-up tapes), including whether use is permitted Enhanced standards for Personal Information, including PHI Employee privacy and security training Notice of changes by Vendor Customer consent required?

33 33 Response to Data Security Breach Required response to data security breach Response Report Remediation Notice required by law Credit monitoring required by law/policies Other requirements under law/policies Responsibility for costs, fines

34 34 Compliance Compliance Definition of Laws Definition of entities that issue Laws Build in new and modified laws Check your definition of privacy laws

35 Compliance Compliance Allocation of compliance and monitoring obligations between Parties Vendor Laws: Vendor must monitor and comply (at Vendor s cost) Customer Laws: Customer must monitor; Vendor must comply (at whose cost?); Customer may issue Compliance Directives to Vendor Where to allocate specific privacy laws (e.g., HIPAA, G-L-B, EU Data Privacy Directives)? Remember certain specific laws for example, contracts with third-party service providers that receive, store, maintain or process personal information of a MA resident are required to protect it as required by the MA Regulations. Language can be simple e.g., that the vendor is required to comply with applicable Laws (and new or modified Laws), and that the MA Regulations are covered by the definition of Laws Right to audit the vendor s compliance Requirement that the vendor return or destroy all personal information upon termination Requirement to provide prompt notification of breach 35

36 36 Compliance Compliance Compliance with Policies Vendor policies (including changes) Customer policies (including changes) Can they be aligned? Is it feasible for Vendor to adjust its policies on a customer-specific basis? Can Customer be comfortable relying on Vendor s policies? Mandatory change control costs of changes potential for vendors to look to spread costs of major change Timing for implementing change Responsibility for fines

37 Derivative Data, Access, Return and Destruction Vendor right to derivative data Aggregated and de-identified data. Does Customer have the right to give Vendor the right under applicable privacy policies, contracts, laws, etc.? Access and Return of data Access in response to customer requests (may be required by HIPAA and other laws) Access and preservation for discovery purposes Access to respond to requests by law enforcement or governmental authority In what format? Any need for conversion assistance? Destruction of data In accordance with the requirements of applicable laws, policies, contracts, etc. 37

38 38 Audit and Compliance Certifications Audit Vendor cooperation with audits, including with regulatory audits SSAE 16 Audit of the design and/or effectiveness of Vendor s controls; results in audit report that Vendor may share with its customers. Can apply even if the data in Vendor s possession does not affect Customer s internal control over financial reporting choice of type (SOC 1 vs. SOC 2). Quality/compliance certifications (e.g., ISO/IEC) Payment Card Industry (PCI) Compliance Report

39 39 Liability Limitations on Liability Contract will typically contain: Disclaimer of consequential and other indirect damages Direct damage cap Certain exceptions to the disclaimer and/or cap Key issue is how direct claims by Customer and Vendor indemnification obligations for breaches of data security, confidentiality and compliance obligations under the MSA are treated under the direct damage cap and disclaimer of indirect damages. Pre-defined direct damages Costs of data breach remediation. Indemnified losses. Governmental fines and penalties

40 40 Indemnification Vendor defense and indemnification of Customer from and against third party claims (including regulators or individuals whose data has been disclosed), and associated liabilities and costs arising from: Breach by Vendor (or its subcontractors) of Vendor s data security or confidentiality obligations under the contract Indemnification obligations are typically a pure exception to the disclaimer of consequential damages. Indemnification obligations for data security and compliance obligations often challenged as pure exception to the direct damages cap.

41 41 Liability for data breach Let s break it down what are the major areas for damages exposure investigating breaches remediating systems restoring data recreating data data breach notifications and remediation requirements with respect to the individual and regulators

42 42 Liability for data breach What we are seeing (and it is not consistent) Unlimited or enhanced liability if the supplier was in breach of its obligations May depend on the type of data (is there a lot of PI or PHI) May depend on the encryption or other solution requirements

43 43 Liability for data breach Supplier is not in breach but Data is residing on the supplier s systems or under the supplier s control Should the customer have to prove a breach for supplier to be liable? Where it gets contentious Maybe differentiate by type of damage: investigating breaches remediating systems restoring data recreating data data breach notifications and remediation requirements with respect to the individual and regulators

44 44 Additional Key Topics Service locations and subcontracting Where is the data? Customer s locations, Vendor s locations, Subcontractor locations, DR/BCP sites, Cloud locations where are the servers, both for data storage and processing? Who has the data and are they subject to the same contract requirements? Contract flow-down requirements in subcontracts Background check requirements Governing law vs. laws that apply due to data type/source/location Considerations for companies that provide services directly to schools based on applicable State laws

45 45 For more information Visit our blog: updates lawyers and sourcing professionals on the latest developments and trends affecting outsourcing, technology, and other commercial transactions. Recent topics: Usage Rights in Software License Agreements 2015 s Outsourcing Trends to Watch New Jersey Law to Impose Encryption Obligations on Health Insurance Carriers Microsoft Challenges U.S. Government on Warrant for Data Stored Overseas

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