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Firm News and Events: Join Us for CLE-Eligible Webinar: Structuring Cloud Computing and Other Technology Agreements after Wayfair
5 Nov, 2018
One of The CommLaw Group's experienced telecom tax attorneys, Jackie Neff, will be speaking at an upcoming Strafford live webinar, "Structuring Cloud Computing and Other Technology Agreements After Wayfair" scheduled for Tuesday, November 13, 1:00pm-2:30pm EST. For more details and to register for the CLE-eligible webinar, visit:
Structuring Cloud Computing and Other Technology Agreements After Wayfair: New Guidance on Drafting Contract Provisions for SaaS, PaaS, IaaS, and Other Remote-Delivery Technologies
The Supreme Court’s June 2018 decision South Dakota v. Wayfair Inc.upended more than 26 years of precedent on the collection of sales tax for businesses with no physical presence in a state. The Court’s ruling is reverberating heavily through the online retail industry and particularly remote sellers of cloud-based products and services. Counsel for technology firms offering cloud services—whether in the form of software, platform, infrastructure or communications, (SaaS, PaaS, IaaS, CaaS or UCaaS)—are facing a new reality in structuring agreements, key provisions, and specific language to mitigate new compliance risks. One critical consideration is whether the agreement is a service agreement or a license to use software, which can impact the taxability of the transaction. Even when a service agreement documents the service provided, advisers must carefully consider many factors beyond the contract language to determine whether the purchase is a taxable sale of prewritten computer software. The panel of experts will discuss the impact of the landmark South Dakota v. Wayfair decision on cloud computing and other technology agreements. The panel will offer insight into how SaaS, PaaS, IaaS, and a host of other software, platform and digital infrastructure service contracts need to evolve to absorb these new tax implications as well as tips on drafting key terms to address the collection and reporting regime. The panel will review these and other key issues:- How can counsel work with tech clients to determine the most favorable characterization of the transaction?
- How should risk-shifting language be updated to accommodate the new collection and reporting regime after Wayfair?
- How can counsel best leverage jurisdiction-specific guidance in shaping contract language?
