Académique Documents
Professionnel Documents
Culture Documents
James Clessuras
Partner
Wilson Sonsini Goodrich & Rosati
1700 K Street NW, Washington, DC 20006
Tel: (202) 973-8830; Fax: (202) 973-8899
jclessuras@wsgr.com
20 October 2011
Agenda
Infrastructure
as
a
Service
(IaaS)
Comparison
to
Similar
Models
• SoQware
Licensing
–
SoQware
installed
locally
within
the
enterprise
on
owned
or
leased
hardware;
maintenance
and
updates
charged
separately
• SaaS
(SoQware
as
a
Service)
–
Considered
to
be
a
form
of
cloud
compu4ng;
hosted
soQware
applica4ons
with
maintenance
and
updates
included
in
monthly
fee
• Outsourcing
–
Services
highly
customized;
dedicated
compu4ng
resources;
may
involve
asset
transfer;
requires
a
longer-‐term
contract
with
the
provider
• i.e.,
an
evolu4on
rather
than
something
new
Advantages
to
the
Cloud
Compu4ng
Model
• Reduced
cost/efficiencies
• Scalability/flexibility
• Access
to
new
developments
• Reduced
capital
expenditures
(hardware
and
soQware)
• Predictable
costs
• Accessible
across
different
devices
• Uniform,
high-‐end
security
Tradeoffs
with
Cloud
Compu4ng
Model
• Data
security
&
privacy
concerns
• Lack
of
ability
to
customize
• Inability
to
nego4ate
contract
terms
• Lack
of
control
• Jurisdic4onal
issues
Key
Terms
of
Cloud
Compu4ng
Agreements
• Service
level
parameters;
service-‐related
warran4es
• Security
commitments
• Responsibility
for
data
backup
• Data
loca4on
and
no4fica4on
of
changes
• Use
of
data
by
service
provider
• No4fica4on
of
privacy
and
security
breaches,
government
inquiries
and
third
party
subpoenas
• Export
controls
compliance
• Liability
for
data
loss/liquidated
damages
• Use
of
subcontractors
and
third
party
service
providers
• Transi4on
assistance
-‐
especially
re
data
Intellectual
Property
and
Cloud
Compu4ng
IP
Issues
in
Contract
• Economics
don’t
lend
themselves
to
Provider
taking
on
risk
• Provider
oQen
won’t
provide
IP
indemnifica4on
(oQen
requires
IP
indemnifica4on
from
the
customer)
• Usually
a
low-‐risk
issue
• Provider
doesn’t
transfer
IP
rights
(may
not
even
need
to
grant
IP
licenses)
IP
Issues
in
General
• Protec4on
of
Trade
Secrets
– Trade
Secrets
require
owner
to
use
“reasonable
measures
under
the
circumstances”
to
protect
confiden4ality
of
its
trade
secrets
– Is
placing
sensi4ve
data
in
the
“cloud”
with
oQen
limited
contractual
protec4ons
and
controls
“reasonable”
under
the
circumstances?
IP
Issues
in
General
–
cont’d
• What
to
do?
– Self
Help
vs.
Contract
• Self
Help
– Limit
sensi4ve
data
– Encryp4on
– Disperse
informa4on
– Recovery
of
Data
– Choice
of
Provider
• Contractual
Protec4ons
– Clear
standards
of
care
» SAS
70
– Audit
– Liability
and
Indemnifica4on
Patents
• Ques4on
of
enforcement
of
your
Patents
against
Infringers
in
the
Cloud
– Infringement
requires
prac4ce
of
all
claims
of
a
patent
– Patented
process
may
not
be
performed
in
one
place
or
even
one
country
– Need
to
consider
when
draQing
patents
how
prac4ce
of
inven4on
in
the
cloud
can
be
protected
– Bilski
(US
Supreme
Ct.
case)
may
limit
issue
Privacy
and
Security
in
the
Cloud
Unique
Advantages
Create
Novel
Privacy
and
Security
Risks
• “On-‐Demand”
• Data flows to
unauthorized parties
Access
• Corruption or
• Scalability
contamination of data
• Flexibility
• Security breaches
• Collabora4on
• Liability under many
jurisdictions’ privacy
• Cost-‐Savings
laws
What’s
all
the
Fuss
About?
“…Storage of data on remote computers may…raise
privacy and security concerns for consumers.”