Corporate cloud showdown: IT vs. Legal

Inside the enterprise, the biggest obstacle to cloud computing is often the company's own corporate counsel. Here's how IT is getting to yes with legal.

1 2 3 4 Page 4
Page 4 of 4

"David Wells" (a pseudonym for a Fortune 500 corporate counsel who requested anonymity) agrees that getting subject-matter experts into one room promotes understanding. Each person can address facets of the deal with their own expertise, which helps the group identify which issues are worth worrying about and which aren't. "Otherwise, you can have lawyers spinning scenarios and creating fear, uncertainty, and doubt. If you can't get past FUD because people don't understand it, you'll either crater the deal or worse, do a bad one."

Question and question again

How do CIOs and counsel start collaborating? By asking questions. Ideally, the CIO knows the right questions to ask before the counsel even requests the answers, but that doesn't always happen.

"That's why I ask the same questions over and over when it comes to our cloud contracts," says Wells. "My people finally know not to come to me without the answers to my questions." (See The right cloud questions to ask for details.)

Beyond that, lawyers recommend CIOs ask what clauses in the contract really mean. What drives Wells crazy in particular are service level agreements (SLAs). He sees contracts promising restitution for downtime beyond an agreed-upon limit, but the amount of payback is minimal.

"If your lawyer's not paying attention, your remedy for downtime is actually pennies on the dollar, and you give up your right to sue for breach of contract by accepting it," he says. "If you have a service provider who's chronically down, the lawyer should insist on the right to terminate for breach. Otherwise you could be stuck for the length of the contract."

Another issue lawyers tend to ask questions about that CIOs don't is e-discovery. eDJ Group's Murphy notes that there are companies like Nextpoint and X1 Discovery that specialize in discovery in the cloud, but the issue is more complex than that.

Forsheit agrees. "In the cloud, data is being replicated, so it creates more data for discovery, including metadata," she warns. Federal rules of procedure require that you know where the data is and ensure that e-discovery will find it. "But if there's a server in the cloud that nobody thought about, people can get sanctioned or jailed, and lawyers can be disbarred."

In the end, Forsheit and other legal experts say, getting IT and legal to agree on cloud contracts comes down to a matter of careful communication. "They have to speak each other's languages," Forsheit says. "Counsel needs to understand IT and vice versa. Doing it another way is not an option."

Silicon Valley-based freelancer Howard Baldwin last wrote for Computerworld about public sector cloud computing.

Copyright © 2012 IDG Communications, Inc.

1 2 3 4 Page 4
Page 4 of 4
It’s time to break the ChatGPT habit
Shop Tech Products at Amazon