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Overview:

This Executive Course is specially designed for in-house counsel and taught by specialist instructors. The carefully curated modules of this Executive Course will equip in-house counsel with practical skills and know-how to navigate effectively a wide spectrum of contemporary and pressing IT issues and contracts that arise in day-to-day work as business becomes increasingly digital.

Course Curriculum

Part 1: Technology Law – What In-House Counsel Needs to Know – By A/Prof Warren Chik

Module 1: Internet Content Regulation

Governments are changing the way it regulates online content even as it seeks greater convergence in its approach to online and offline methods of control. With the changes in the way information is communicated and the involvement of Internet intermediaries, the government is also seeking novel ways to deal with threats to social stability. In this module, participants can expect to learn about:

• Content regulation generally
• Internet content regulation
• Laws against deliberate falsehoods and manipulation globally
• Case study: Singapore’s Protection from Online Falsehoods and Manipulation Act

Module 2: Law on E-Transactions and Commerce

With the development of mobile devices, software and applications as well as the speed of WiFi access and volume of transactions, e-commerce and e-governance has flourished. The age of social media created modern markets and technological innovations built an entire industry that undercut the more traditional B2C model. As we move towards online transactions and contracting, traditional are adapted, and new rules are formed, to facilitatethem even as measures are put in place to ensure stability and security. In this module, participants can expect to learn about:

• Development of rules for electronic legal transactions and commerce
• Electronic signatures and electronic records
• Law on Internet intermediaries
• Case study: Singapore’s Electronic Transactions Act

Module 3: Personal Data Protection

Digital innovation and the development of new industries have one thing in common. They are largely driven by changes to the way we use and communicate information through technology and the way we interpret data in order to make it useful, more efficient and more effective for various objectives. Personal data is an especially important form of data that is critical to the data economy, while becoming of greater concern to the data subject. In this module, participants can expect to learn about: 

• Privacy and the global development of data protection principles
• Data protection obligations for the control, care and security of personal information
• Case study: Singapore’s Personal Data Protection Act

Module 4: Commercial Messaging

Data protection law was originally conceptualised to deal more with privacy of information rather than privacy from information. However, the latter is increasingly important as we are inundated with unsolicited messages and calls, especially for marketing purposes. The 'right to be left alone' is more important today than ever before. In this module, participants can expect to learn about:

• The rise and forms of electronic marketing
• The responses to electronic marketing globally
• Case study: Singapore’s Do Not Call Registry and Spam Control Act

Part 2: IT Trumps Everything – The Life Of In-House Counsel Coping With The Evolving Digital World – By Anthony Lim

Module 1: The Current Enterprise Technology Stack

The modern enterprise IT stack is a complex interplay of organizational assets and external service providers. Understanding the main trends of how enterprise IT is deployed within an organization is the first step in understanding legal risk associated with enterprise IT. This module seeks to provide a basic layout and explanation of such risks. In this module, participants can expect to learn about:

• Why cloud is eating the stack
• Software, and open source
• “Bring your own device” – and the risks it entails
• The infinite data stream, where it begins and ends (Hint: It doesn’t.)

Module 2: IT Outsourcing

IT is a common function that is outsourced to achieve operational efficiencies. However, outsourcing creates a situation where responsibility remains with the organization but the ability to control the IT stack may be diffuse. This module seeks to explain common outsourcing arrangements and potential issues arising out of these arrangements. In this module, participants can expect to learn about:

• The subcontracting arrangement
• Data “Agents” – Intermediaries, Processors, Outsourcing Arrangements
• Controls and Risks – what to reasonably expect

Module 3: Cold War 2.0 Data Sovereignty

If data is the new oil, the world’s strategic interests will inevitably be aligned behind the regulation of it. In the context of increasing Cold War-esque tensions, learn about the increasing global reach of data obligations and how it impacts your IT setup. In this module, participants can expect to learn about:

• Trade regulations and what it means to be disconnected.
• Internationalization of data obligations
• Localization of data centers – the new data “land grab”.

Module 4: HR Issues “Problem Exists Between Keyboard and Chair”

The oft-forgotten element of IT are the individual people that run the IT. As such, IT issues are often human issues. Yet, this element is rarely broached or discussed in the context of IT. Learn about specific issues regarding employees and subcontractors with respect to IT. In this module, participants can expect to learn about:

• The most important element of IT – the employee
• The IT role-person paradox – how to split the difference between a role and a person
• What to do when your key IT employee leaves (or was never yours in the first place)

Module 5: Role of In-house Counsel in Cybersecurity

Cybersecurity is new front of defense. Like all defense fronts, a team effort is required. Learn about Legal’s role in this larger picture, and the legal obligations arising out of cybersecurity. In this module, participants can expect to learn about:

• Cybersecurity is a team sport
• Breach Notification – the fine art of reporting what you don’t know

Part 3: How To Best Negotiate Your IT Spend Contracts – By Anthony Lim

Module 1: Mapping Your Organisation’s IT Spend

This is an overview about what your organization spends its IT budget on. Understanding the road map of what constitutes IT is the first step of understanding how best to negotiate ideal outcomes. This is a revisit of Part 2, but in the context of IT spend. In this module, participants can expect to learn about:

• IT = Data + Hardware + Software + Manpower + Outcomes
• A look back at what a current enterprise technology stack looks like.
• “Hardware isn’t Hardware, Software isn’t Software, Cloud is Everything and Nothing”.

Module 2: Commercial Aspects of Data

It is not unusual in the modern context to obtain data from a third-party source. This module covers the commercial aspects of data acquisition – how it is obtained, what can it be used for, and the regulatory obligations attached to the data. We will also explore some common contractual clauses in this regard. In this module, participants can expect to learn about:

• Data Acquisition – buy, rent, scrape, license, or part of a “wrapper”
• Use Limitations
• Consents and regulatory compliance, especially relating to PII

Module 3: Hardware

The only “physical” part of IT and the portion most familiar. Hardware is the skeleton of the IT spend. Learn about the most current trends and contractual language surrounding the acquisition of IT hardware. In this module, participants can expect to learn about:

• Buy or Hire?
• Sale of Goods Act, Warranties and Remedies – what are you warranting against?
• Delivery and Installation
• Maintenance of Hardware – Sales of Goods vs Contract Warranties
• UAT – See Outcomes

Module 4: Software Licensing

This module covers the licensing of software. There are varied ways in which software can be licensed. This module will cover some of the most common clauses and issues around software licensing. In this module, participants can expect to learn about:

• Licensing Models

  • Subscription versus Perpetual

  • Irrevocable versus Revocable

  • Licensing Metrics – User, Core, Instance, Token

  • Open Source versus Proprietary

• Licensing Restrictions

  • Entity versus Enterprise

  • Commercial versus Non-Commercial

  • Derivative Works

• Warranties versus Fault Rectification – See Services
• IP Indemnities – especially Open Source
• The Forbidden Code – Virus, Malware, Timebombs
• Escrow Arrangements
• Limitations of Liability, Data Loss and other Heads of Damages
• Support Services

  • SLA’s for fault rectification

  • Entitlement to Updates, Patches

  • Obligation to Upgrade to Latest Version

  • End-of-Life decommissioning

Module 5:  Services

This module covers two sub-components. Firstly, we will discuss services in the context of a traditional IT stack, where it is purchased as “skill and labor” for a deliverable or outcome. Secondly, we will discuss clauses surrounding the increasing prevalence of “X-as-a-service”. The module will also discuss common clauses in respect of these. In this module, participants can expect to learn about:

• Outsourcing Arrangements and Processor/Intermediary Liability

  • Subcontractors in Particular

  • Breach Notification

• Step-In, Transition-Out, Make-good
• Cloud Services (which could be Hybrid – See Software)

  • Uptime and SLA

  • Account Responsibility

  • Content and Transmission Liability

  • Data Portability

• Consulting Services

  • The Statement of Work/Task Order

  • Ownership of IPR

  • Service Warranties – skill, outcome, standards

  • The Lock-In Problem, Documentation solution

Module 6: Outcomes

The reason why organizations pay for IT is to achieve specific outcomes. This module discusses some of the ways contractual clauses can incentivize the achievement for certain outcomes. This module will also cover pre-litigation disputes in the context of audit clauses common in IT contracts. In this module, participants can expect to learn about:

• Systems Integration Risk (responsibility for the “stack”) vs Component Risk
• Project Management: User Acceptance Testing, Liquidated Damages, Payment Milestones
• Financial Viability: Performance Guarantees/Insurance
• Third Party Certification / Reference to External Standards
• Audit Clauses
• Dispute Resolution.

Module 7: Bonus!

A necessity of dealing with the modern IT stack is the complex interplay between multiple vendors and internal stakeholders. This module provides some practical tips for navigating through this interplay. In this module, participants can expect to learn about:

• Dramatis Personae – your IT providers, who they are, what they would generally be responsible for
• Practical Tips for Sanity when managing IT legal needs in an organisation

Your Instructors

Associate Professor Warren B. Chik

Warren B. Chik is an Associate Professor of Law with the Singapore Management University Yong Pung How School of Law and Deputy Director of the Centre for Artificial Intelligence and Data Governance. He holds a Bachelor of Laws degree from the National University of Singapore Law School and Master of Laws degrees from University College London and Tulane University. He is also called to the bar in Singapore, London and Wales, and New York. Warren researches and writes predominantly in the area of Infocomm Technology and the Law, in particular in the areas of Internet Intermediaries Law and Data Protection and Privacy Law.

Anthony Lim

Anthony Lim is a Senior Commercial Counsel at Talend Singapore Pte Ltd, an enterprise software company specializing in data management and data integration. He graduated from NUS Law in 2001, obtaining a second-upper honors and obtained his LLM in the University of Santa Clara. He has also obtained a Diploma of IT from MDIS. He is called to both the Singapore and California bar.

In his day to day work experience, Anthony takes care of all the commercial contracting aspects of Talend’s business within APAC and Japan. Anthony also handles corporate entity matters, and occasionally advises on APAC-specific matters on privacy, compliance and disputes within his organization.

Anthony’s career has taken him through much of the enterprise IT space, including a local telco startup, a Japanese hardware peripherals company, and a short stint in the technology law department of an American bank. Enterprise software is and remains his first love since interning in California after his LLM and his California bar exam., and where he’s spent the most time in his career, spending over a decade in two enterprise software companies run out of Silicon Valley.

Anthony has been invited in the past to present on technology matters, such as a Big Data event organized by Bird and Bird in 2014-2015, and remains deeply interested in technology law developments.

When he is not busy being a technology lawyer, he’s busy being the proud father to his two children and an amateur guitar performer.

For more information please write us at secretariat@scca.org.sg!