Category Archives: «Blogs»

A Blueprint for Value Creation Over the years, Managed Service Providers (MSPs) have understood the critical role that recurring revenue plays in their enterprise value growth. Traditionally, hardware sales and projects offered short-term financial boosts but added little......

While we've seen that fears about technological progress are often exaggerated, it's important to acknowledge that each wave of innovation brings its own set of ethical and legal challenges. This is where specialized AI lawyers play a critical role—guiding businesse......

Introducing Monjur's Contracts-as-Service with Vendor Risk Mitigation The digital landscape is constantly evolving, and businesses need to keep pace. Nowhere is this truer than in the world of Managed Service Providers (MSPs). Not only do MSPs need to stay abreast of tech......

In today's ever-evolving cybersecurity landscape, managed service providers (MSPs) are continually navigating a sea of new challenges. Clients depend on MSPs not just for the latest technologies but also for their expertise in implementing sound security measures. Howeve......

Master Services Agreements (MSAs) serve as the cornerstone of operational clarity between Managed Service Providers (MSPs) and their clients. This comprehensive guide is intended for MSP owners. We'll clarify the strategic role of insurance and the limitation of liabilit......

In the ever-changing landscape of data privacy, staying up-to-date with regulations is not only beneficial—it’s crucial. Managed service providers (MSPs) bear the responsibility of ensuring their practices align with evolving state, federal, and international laws. I......

When considering your costumer contracts, the gravity of one particular clause in your Master Services Agreements (MSAs) cannot be overstated - the non-hiring clause. Allow me to elucidate why this clause is legally indispensable and how it fortifies the contractual back......

Artificial intelligence (AI) is transforming the legal industry by streamlining various functions and improving efficiency. One area where AI has made a significant impact is contract review, where machine learning algorithms can quickly analyze and identify critical inf......

In a recent FBI warning, the public is warned about the rise of malicious actors manipulating photos and videos to create explicit content and engage in sextortion schemes. This alarming trend involves the use of advanced technology to alter benign images and videos crea......

In the digital age, businesses rely heavily on managed services providers (MSPs) to handle their data processing needs efficiently and securely. However, the evolving landscape of data privacy laws, both at the federal and international levels, necessitates careful consi......

As a Managed Service Provider (MSP), your clients entrust you with a crucial responsibility: ensuring the security and smooth operation of their IT systems. This responsibility extends to the vendors that provide the software, hardware, and services vital to these system......

As artificial intelligence (AI) continues to advance and reshape industries, businesses must navigate the complex landscape of privacy and security regulations to ensure their AI systems are compliant and secure. Legal professionals with expertise in AI privacy and secur......

Request A Consultation Vendor risk management has become an increasingly important aspect of IT management, especially for MSPs who are trusted by their clients to ensure the safety and security of their systems. This task includes carefully scrutinizing and managing the ......

Safeguard Your Business in the Age of AI As artificial intelligence (AI) continues to revolutionize industries and reshape the way we work, the importance of responsible AI practices and ethics has become increasingly evident. Ensuring that AI technologies are developed a......

Safeguarding Your Interests and Ensuring Compliance As artificial intelligence (AI) continues to revolutionize industries and reshape the way we work, businesses must consider various aspects of AI licensing to protect their interests and ensure compliance with applicable......

As an MSP, you may be familiar with the challenges of getting clients to sign contracts and other legal agreements. One of the key strategies for streamlining customer contracting is the use of browser wrap agreements.  Once your client signs the initial agreement, it a......

Creating a comprehensive list of AI-specific definitions for an AI contract can help ensure that both parties have a clear understanding of the terms and concepts involved. Here are suggested definitions for key terms in an AI contract: Artificial Intelligence (AI......

As a Managed Service Provider (MSP), managing vendor risks is a critical aspect of your job. Your clients rely on you to ensure that their IT systems are secure and running smoothly, which means you must carefully vet and manage the vendors that provide the software, har......

As artificial intelligence (AI) solutions become increasingly prevalent in modern enterprises, it is vital to manage the risks associated with their implementation and ensure the proper allocation of intellectual property (IP) rights in AI contracts. This article will......

As MSPs strive to streamline their sales and contracting processes, many are turning to online contract management solutions that allow them to quickly and efficiently generate contracts, obtain electronic signatures, and manage the entire contract lifecycle. Request A ......

AI hardware plays a critical role in the deployment and management of AI solutions, providing the necessary processing power for compute-intensive tasks such as deep learning. In AI contracts, it is essential to clearly define AI hardware to ensure proper allocation of i......

AI tools and platforms are essential components of AI solutions, providing the software environment for developing, testing, deploying, and managing AI systems. In AI contracts, it is crucial to clearly define these tools and platforms to ensure proper allocation of inte......

AI algorithms are the foundation of AI systems, as they provide the means to train and generate AI models. As such, understanding AI algorithms, their ownership, and their implications in AI contracts is essential for safeguarding the intellectual property rights of both......

AI models play a central role in AI projects and contracts, as they form the basis for AI systems to process input data and generate output data. Understanding AI models, their ownership, and their implications in AI contracts is crucial for ensuring the proper allocatio......

Output data is a crucial aspect of AI contracts, as it represents the results generated by AI models and algorithms. Determining the ownership of output data in AI contracts is essential for protecting the interests of both parties involved. This article will discuss the......

Input data is a crucial component of AI contracts and projects, as it forms the foundation for AI models and algorithms to function effectively. Ensuring the protection of input data in AI contracts is essential for safeguarding the interests of both parties involved. ......

As artificial intelligence (AI) continues to revolutionize industries, intellectual property (IP) rights in AI contracts are becoming increasingly important. In this article, we will explore the process of identifying the IP in AI contracts and discuss strategies for pro......

Most companies with more than a handful of computers in their IT environments rely on the results of network-inventory tools to gather the deployment data needed for accurate software audits. Without the tools, a business would be required to assign valuable resources to......

One of the most popular discussions in technology conferences around the globe at the moment is artificial intelligence, specifically OpenAI’s ChatGPT tool. If you have not used it yet, ChatGPT is tool that allows a user to input a natural language question and get a r......

Why MSP’s Should Align the Indemnity Section of the MSA with the Wrongful Act Definition in the Insurance Policy When entering into an IT services contract, it's important to make sure that the indemnity provision in the contract aligns with the definition of a wron......

Businesses that have endured software audits from industry groups like the BSA and the SIIA or from software publishers like Autodesk likely are familiar with the basic audit process of counting the total number of installations for audited products and comparing those i......

Without a contractual provision to the contrary, ambiguous terms in a software license will be construed against the software publisher. Provided that there are no other business factors that would make litigation unwise, an ambiguous license agreement is the situation m......

I have been representing IT managed services providers (MSPS) for almost 20 years.  Years ago, I counseled my MSPS that it was necessary for managed services providers to present contracts to their clients for signature. Now we counsel our clients to collapse the sales ......

By now, businesses using IBM’s virtual processor core (VPC) licenses should have implemented IBM’s license metric tool (ILMT).  In 2022, IBM added VPCs to the types of licenses that require ILMT to support sub-capacity usage.  Prior to that time, IBM allowed manual......

Oracle’s latest licensing change for Java is certain to create even more confusion on an already problematic licensing model and give even more ammunition for the Oracle sales and auditing teams to attack Oracle customers. On January 23, 2023, Oracle changed its Jav......

IT managed service providers (MSPs) are companies that provide a variety of IT services to their clients, including network management, data backup and recovery, and security. MSPs are often tasked with managing sensitive data, such as personal and financial information, and......

It's difficult to determine the best lawyers for MSPs (Managed Service Providers) because the best fit depends on a variety of factors, such as the specific legal needs of the MSP, its location, and its budget. However, some things to consider when looking for a lawyer f......

This article is for Managed Services Providers (MSPs) interested in learning about Scott & Scott's Contracts-as-a-Service solution. The cloud-based platform provides continuously updated legal protection to MSPs as new risks emerge. Scott & Scott's master templat......

One of the most common mistakes I encounter in software audits is what I call the post-effective date software buying spree. The buying spree occurs in response to a letter from a publisher or publisher's attorneys requesting a self audit. Many clients are discouraged to......

Software audits are a means for software publishers to enforce and regulate use of their copyrighted software, and publishers regularly outsource enforcement of their copyrights to law firms or entities such as the BSA| The Software Alliance (“BSA”) or Software &......

Businesses contacted by Adobe for software audits can be lulled into thinking that those investigations entail less exposure risk than audits by other publishers, like Microsoft or IBM. Adobe audits typically are conducted directly by Adobe representatives, rather than b......

Enterprise-level software solutions often are very complex products requiring a level of expertise that may be outside the experience or skill sets of generalist IT teams. Many businesses therefore rely on the services of independent software vendors and consultants to eva......

Over the past ten years regulation of data privacy and security has proliferated at the international, federal and state levels. Several industry-based federal regulations have been developed such as HIPAA for healthcare and GLBA for financial services. Other geographica......

Software auditors such as KPMG, Deloitte and PriceWaterhouseCoopers like to have things their way. It’s an understandable impulse – with likely hundreds of audits pending at any one time, the natural inclination is to standardize the process around a single set of tool......

Don't be in the dark on how to prepare and respond to software audits. An increasing number of companies face software compliance audits initiated by software publishers and their trade associations, such as BSA | The Software Alliance and the Software & Informati......

You offer your clients managed services that help them run and grow their business empires, but is it time for you to tear up your MSP agreement? In this moment in time when everything about business – and our lives – seems to be in flux, this is an important questio......

Software publishers, acting alone, or through a proxy such as the Business Software Alliance (“BSA”) or Software & Information Industry Association (“SIIA”), regularly audit customers or potential customers to ensure license compliance and deter against copyr......

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While the over-arching concept underlying a software audit initiated by a publisher like Microsoft or IBM is the same as that in an audit initiated by the BSA | The Software Alliance or the Software & Information Industry Association (SIIA) – a comparison of softwa......

It has been said that software is the new oil. It fuels the information revolution. And in this metaphor, software audits are the meters that measure the flow—and extract maximum revenue for software makers. The auditors arrive on your company doorstep to “true up”......

Agreements often contain clauses allowing the parties to review books and records, “Books and Records” clauses. These are often boilerplate clauses included in agreements without much consideration from the contracting parties. When a Books and Records clause is used......

Microsoft’s Services Provider License Agreement (SPLA) is the principal licensing agreement for companies that want to use Microsoft products to deliver hosted software solutions over the Internet. Microsoft’s standard volume license agreements expressly prohibit usi......

Software publishers know that the vast majority of their customers are, to varying degrees, out of compliance with the terms of license agreements governing their use of the publishers’ software products. Especially in larger enterprises, managing and maintaining a com......

Software audits initiated by software publishers or representative entities, such as the Business Software Alliance (“BSA”) and Software & Information Industry Association (“SIIA”), are often resolved by an out-of-court settlement. Read More → 11 Secrets......

Businesses often have close relationships with software vendors, and that closeness usually is in direct proportion to the extent and importance of those vendors’ software products in the businesses’ network environments. However, despite their best marketing efforts......

Many software-solution vendors utilize third-party infrastructure or application programs as frameworks for embedded solutions that they sell to their customers and install on their customers’ computers. Licenses for those third-party products typically can be acquired......

Many businesses contact Scott & Scott, LLP regarding Services Provider License Agreement (SPLA) audits after providing extensive information to Microsoft’s auditors and receiving compliance demands that would be ruinous for their bottom lines, if paid in full. At t......

The BSA | The Software Alliance (“the BSA”) investigates claims of software copyright infringement in behalf of its member software publishers to determine whether any companies end users have unlicensed software installed in violation of The Copyright Act. The BS......

In the software licensing world, all audits are not created equal. On one hand are the “true,” contractual audits. Here, the applicable license agreement gives the software publisher the right, usually upon notice and sometimes limited in frequency or scope, to dema......

Enterprise-level software solutions often entail complex licensing challenges. Many of the thorniest questions often center on how to license software in virtualized environments, especially if the goal is to use something less than the full processing power of the hosting......

In defending against software audits initiated by publishers such as Microsoft or IBM, many businesses make the mistake of assuming that those publishers or their designated auditors know what they are talking about when it comes to determining what licenses need to be p......

In late August 2022, Microsoft announced significant changes to several of its licensing models that will have big impacts especially on cloud and hosted solution providers and the services they offer to their customers. While the new licensing terms are not set to be reve......

BSA | The Software Alliance (BSA) and the Software & Information Industry Association (SIIA) are organizations that represent software publishers seeking to enforce the copyrights in the products they publish.  In furtherance of this goal, these entities routinely send ......

IT service providers that include early termination fees in their contracts must decide if they want to seek reimbursement when a customer terminates a contract early. MSPs find themselves asking: Is anything owed? Can I collect? What is the cost? Here are key points to cons......

Software license compliance is a task that typically requires constant vigilance. Despite a CIO’s best efforts, it is almost inevitable that software will be deployed on a company’s computers at some point without having the necessary licenses to permit such use. ......

For many businesses, the allure of moving their software platforms, applications and/or databases to The Cloud lies substantially in the promise of ridding themselves of license-compliance concerns. The pitfalls of a Cloud-based architecture are worth accepting for ma......

Many businesses have teams of third-party vendors to assist with their business operations or to provide independent services – like software development or website design – that require access to company servers. For Microsoft products like Windows Server that re......

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In many cases where we are retained to assist companies targeted for software audits after software-deployment data already has been submitted to the auditing entities, we have the regrettable obligation to let our clients know that they have disclosed too much. Over-dis......

Of the many complex licensing arrangements Oracle offers to its customers, none seem to generate as much confusion and consternation as the Unlimited License Agreement (“ULA”). For companies that have already determined that they are not going to renew their ULAs ......

IBM software licensing can present an array of interpretive and compliance challenges for even the most sophisticated licensees. Here are three of the most important things to keep in mind when planning to license IBM products under the company’s standard-form agreemen......

In order to effectively manage their software usage and to mitigate compliance exposure, companies need to know how to gather and analyze information regarding their product usage. While some software products may have unique data-collection requirements that ordinarily ......

Companies faced with a demand for a software audit from a software publisher or an entity such as the Business Software Alliance or Software & Information Industry Association are increasingly turning to their own internal IT departments or hiring technology consulta......

When a Managed Services Provider begins a relationship with a new client, it is important they agree on certain terms and conditions by which business will be conducted. This is known as the Master Services Agreement (MSA). These are the foundational terms that all busin......

What to include in your managed services customer agreement? ...

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How Managed Services Providers Can Mitigate Risks ...

Most providers of hosted software solutions traditionally have delivered those solutions over the Internet from their own servers. However, an increasing number of businesses are interested in outsourcing not only their internal-use IT infrastructure but also the systems......

In order to effectively manage their software usage and to mitigate compliance exposure, companies need to know how to gather and analyze information regarding their product usage. While some software products may have unique data-collection requirements that ordinarily ......

In our experience, many companies facing software-licensing audits initiated by vendors like Microsoft, Oracle or IBM seem to be under the impression that auditors have a nearly unfettered right to information. This is not the case. However, too many audit targets discover t......

Virtualization can reduce the number of physical machines required in an environment and have several other benefits, but it can also require an understanding of complex technical and licensing concepts. Failure to properly license the environment can subject the company t......

No one likes to be audited. In most cases, there is little that a business can do at the outset of an audit to avoid licensing exposure, if that business has historically inadequate software asset management processes. However, there are steps that all audited companies us......

Even though software audits are commonplace in many businesses, recipients of audit notices make many mistakes when it comes to audit responses.  Because software publishers can often assert claims for copyright infringement if the audit goes badly, it is important to m......

It is not unusual for companies to use virtualization technologies to reduce costs, ensure redundancy, and reduce physical size of the network. Some of these companies are turning to VMware to manage their virtualized environments. Virtualization can involve complex tech......

Software audits can be intensely frustrating ordeals for businesses to navigate. Many publishers will go to great lengths to cajole their customers with assurances of amicability and license-optimization opportunities, but most IT managers know that the reality of audits i......

Microsoft, like other software publishers, routinely audits customers to help ensure that it is protecting the value of its intellectual property.  Microsoft verifies its customers’ compliance using several methods. Contact Us Microsoft License Verification ......

Facing a software audit is a daunting process, which takes time, money, and resources to complete. Typically, the first question the target of an audit asks is whether the audit is legitimate, closely followed by why the company has been selected for an audit. Contact U......

It is standard practice for software vendors to include clauses in their license agreements giving the vendors the right to invoke audits or some other mechanisms to ensure that the licensed products are used in a way that is consistent with agreed licensing restrictions......

Monthly recurring revenue and multi-year contracts have been the driving force behind managed services for years. They have been the basis for the tremendous growth in managed services over the years. The length of the term of a service agreement is very important as ......

Most businesses that try to plan for software audits and to estimate the potential exposure they could incur in the event of those audits know that the primary cost components of that exposure typically are the prices associated with any licenses they may have failed to ......

Microsoft licensing is a complex, multi-faceted undertaking, with different rules and license metrics applying to different products. In the context of software audits initiated by Microsoft, it is important to keep in mind the fact that the auditors hired to perform tho......

The risks for Managed Service Providers are constantly evolving. New cyber threats and regulatory compliance requirements present significant challenges for MSPs. The most important way to mitigate privacy and security risks for Managed Service Providers is by including ......

IBM software is expensive. In some cases, very expensive. While this may represent a necessary cost of doing business for many companies with mission-critical software solutions developed on or using IBM applications, all IBM customers clearly are incentivized to maximiz......

Microsoft does not make licensing SQL Server easy, either under SPLA or under volume licensing agreements. Here are the three most significant problems that our clients face when trying to license that product: Four-Core Minimum – Microsoft allows SQL Server to be lic......

Some Oracle customers are not aware that by simply installing an Oracle program (even if it is never used), you agree to the terms and conditions of Oracle’s license agreement. During an Oracle License Audit or compliance review, the software publisher is looking fo......

Risk Considerations for Managed Services This past week I had the opportunity to present on the topic of managing risk in managed services to the OTX Roundtable.  I want the thank the OTX Roundtable and Mark Jennings in particular for inviting me to speak.  What follo......

Managing a complex IT environment very challenging, even before becoming involved in an external software audit from a software publisher or a third-party auditing entity. Businesses facing VMWare audits in particular should be prepared to take a number of steps to ensure ......

Often the single most arduous and time-consuming task facing companies who are the subject of software audits is collecting entitlement information to prove ownership of licenses for software installed on its networks. Once a company receives an official audit letter from ......

Most Microsoft software products – especially server products – can be licensed under multiple different models and metrics. SQL Server probably is the best example of a product that presents companies with multiple decision layers when analyzing new use cases: • C......

Disputes involving software usage are on the rise for businesses of all sizes. In some cases, technical teams respond to a software publisher’s or a third party’s audit request and provide significant amounts of data without notifying anyone on the corporate governan......