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Bulletproof Contracts

by Jay Heiser  |  November 28, 2011  |  2 Comments

With the understanding that I am not a lawyer, and Gartner is not a law firm, here’s my brief summary of the contractual language dealing with SaaS security as provided by a prominent vendor:

  • We believe that we obey the law.  If there are any questions pertaining to how your data is handled within our system, it is YOUR problem.
  • We won’t give your data to the police.  Unless we do give it to the police.
  • When this contract is over, you may have the ability to get your data back, but that is your problem, not ours.
  • If one of your customers contacts us, we won’t give them anything. Unless we are forced to give them something.
  • We will store the data in whatever country we want.
  • We might have third parties help us with this, and they of course would be held to the same weak levels of standard as we contractually obligate ourselves to follow.
  • You the customer are obligated to obey the law at all times, even if you have no idea what that may entail. (Guess what happens if there is a dispute with us and our lawyers can find some way to demonstrate that you didn’t completely follow the law.)
  • We will follow appropriate security measures—as understood by us.
  • We will back up your data at least once a week, we will review our procedures periodically, although this seems unnecessary, given that none of these procedures were knowingly designed to fail.  If we have the slightest plan for testing our ability to recover, we are not sharing it with you and we hope that you won’t ask that question.
  • If any of our support personal ever accesses your data, by definition, it is necessary access.

I make light of the sort of legalistic word games typical of SaaS contracts, but given the constant stream of complaints from Gartner clients about this form of service, who can blame me for being more than skeptical?  If a potential buyer is looking for a contract that clearly protects their interests, and is presented with an inflexible document that, in highly obtuse language, spends far more time describing what the vendor will NOT do than what they intend to do, why shouldn’t buyers be frustrated?   As long as enough buyers are willing to give money to a service provider on the basis of what amounts to that provider saying that they will try to do a good job, and without actually accepting any significant level of risk if they don’t, then who can blame them?

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Category: cloud-computing  risk-management  security  vendor-contracts  

Tags: disaster-recovery  

Jay Heiser
Research VP
6 years at Gartner
24 years IT industry

Jay Heiser is a research vice president specializing in the areas of SaaS and public cloud risk and control. Current research areas include SaaS governance, cloud provider transparency and digital business risks.Read Full Bio

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