2021 ACC Mountain West Best Practices Club

parsonsbehle.com
Annual Best Practices Club
Thurs., August 26, 2021

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Presenters:
Alex B. Leeman –
General Counsel and
Shareholder,
Parsons Behle & Latimer
Jeffrey C. Corey –
Shareholder,
Barbara Bagnasacco –
Shareholder,
Angela Edwards –
Director, Legal BU & Sales
and Legal Operations,
Micron Technology
Christopher G. Simboli –
Shareholder,

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This webinar is based on available information as of August 26, 2021,
but everyone must understand that this webinar is not a substitute for
legal advice. This presentation is not intended and will not serve as a
substitute for legal counsel on these issues.
Legal Disclaimer

Attorney Ethics for In-House Counsel
Alex Leeman

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WHO IS MY CLIENT?
Defining the Attorney-Client Relationship:
 Among of the most common ethical issues encountered by in-house attorneys are
misunderstandings regarding the attorney-client relationship. In every case, a lawyer must
clearly understand and define who the lawyer represents.
 In most instances, the client will be the company. Although lawyers deal with the company
through its officers and directors, that does not necessarily mean the officers and directors
are clients.
Rule 1.13: Organization as a Client.
(a) A lawyer employed or retained by an organization represents the organization acting
through its duly authorized constituents. . . .
Comment 1: An organizational client is a legal entity, but it cannot act except through its
officers, directors, employees, shareholders and other constituents. Officers, directors,
employees and shareholders are the constituents of the corporate organizational client. . . .

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WHO IS MY CLIENT?
Obligations Towards Organizational Clients:
 Because the lawyer’s duty of loyalty is to the organization, Rule 1.13 imposes certain reporting
requirements upon a lawyer if the lawyer learns that an employee has misbehaved or
management is committing misconduct. If employee or officer misconduct (or proposed
misconduct) is “likely to result in substantial injury to the organization,” the lawyer has a duty to
report the misconduct up the managerial chain within the organization.
(b) If a lawyer for an organization knows that an officer, employee or other person associated
with the organization is engaged in action, intends to act or refuses to act in a matter related
to the representation that is a violation of a legal obligation to the organization, or a violation
of law that reasonably might be imputed to the organization, and that is likely to result in
substantial injury to the organization, then the lawyer shall proceed as is reasonably
necessary in the best interest of the organization. . . . Unless the lawyer reasonably believes
that it is not necessary in the best interest of the organization to do so, the lawyer shall refer
the matter to higher authority in the organization. . . .

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WHO IS MY CLIENT?
 Your ethical obligation to be a watchdog does not transform you into an armchair quarterback
for business decisions.
 Comment 3: When constituents of the organization make decisions for it, the decisions
ordinarily must be accepted by the lawyer even if their utility or prudence is doubtful.
Decisions concerning policy and operations, including ones entailing serious risk, are not as
such in the lawyer’s province. Paragraph (b) makes clear, however, that when the lawyer
knows that the organization is likely to be substantially injured by action of an officer or other
constituent that violates a legal obligation to the organization or is in violation of law that
might be imputed to the organization, the lawyer must proceed as is reasonably necessary in
the best interest of the organization.

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WHO IS MY CLIENT?
 Comment 4: In determining how to proceed under paragraph (b), the lawyer should give due
consideration to the seriousness of the violation and its consequences, the responsibility in
the organization and the apparent motivation of the person involved, the policies of the
organization concerning such matters, and any other relevant considerations. Ordinarily,
referral to a higher authority would be necessary. In some circumstances, however, it may be
appropriate for the lawyer to ask the constituent to reconsider the matter; for example, if the
circumstances involve a constituent’s innocent misunderstanding of law and subsequent
acceptance of the lawyer’s advice, the lawyer may reasonably conclude that the best interest
of the organization does not require that the matter be referred to higher authority. If a
constituent persists in conduct contrary to the lawyer’s advice, it will be necessary for the
lawyer to take steps to have the matter reviewed by a higher authority in the organization. . . .
 Option 1: Recommend, resist, report, resign. Option 2: Get sued by shareholders.

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WHO IS MY CLIENT?
Joint Representation of Employer and Employee:
 In certain circumstances, it may be appropriate and advisable for a lawyer to represent both an
employer and an individual employee. Look for conflicts and disclose!!!
(g) A lawyer representing an organization may also represent any of its directors, officers,
employees, members, shareholders or other constituents, subject to the provisions of Rule 1.7.
. . .
But….
(f) In dealing with an organization's directors, officers, employees, members, shareholders or
other constituents, a lawyer shall explain the identity of the client when the lawyer knows or
reasonably should know that the organization’s interests are adverse to those of the
constituents with whom the lawyer is dealing.

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WHO IS MY CLIENT?
Joint Representation (cont.):
Rule 1.7: Conflicts: Current Clients.
(a) Except as provided in paragraph (b), a lawyer shall not represent a client if the representation
involves a concurrent conflict of interest. A concurrent conflict of interest exists if:
(a)(1) The representation of one client will be directly adverse to another client; or
(a)(2) There is a significant risk that the representation of one or more clients will be materially
limited by the lawyer’s responsibilities to another client, a former client or a third person or by a
personal interest of the lawyer.
(b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a lawyer
may represent a client if:
(b)(1) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent
representation to each affected client;
(b)(2) the representation is not prohibited by law;
(b)(3) the representation does not involve the assertion of a claim by one client against another client
represented by the lawyer in the same litigation or other proceeding before a tribunal; and
(b)(4) each affected client gives informed consent, confirmed in writing.

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WHO IS MY CLIENT?
Potential Conflicts Representing Both Employers and Accused Managers:
 Joint representation provides many strategic advantages, and is appropriate in instances
where the employer believes that no misconduct has occurred.
 Consider these questions:
o Does either party wish to deny or admit the conduct? The employer and individual defendant must
be in agreement as to the facts of the case. An initial meeting with all “clients” needs to occur to
ascertain the underlying facts and decide whether joint representation is possible.
o Employers and employees may have different defenses in the case, which may not be appropriate
to raise in a joint defense arrangement. For example, a company may wish to assert that the
individual defendant was acting “outside the scope of employment,” that the company was
unaware of the alleged conduct, and/or that the individual defendant acted in violation of company
policy.

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WHO IS MY CLIENT?
Potential Conflicts (cont.):
o Common interests may diverge in settlement discussions. An employer may be satisfied
with a moderate monetary settlement, whereas an individual defendant may want to be
exonerated. These issues should be discussed ahead of time.
o Both the employer and individual defendant should consider whether they have any claims
against each other, which they may have to waive if defending jointly. It would be
inappropriate for the company’s attorney to advise the individual defendant about this
subject.
o Even after an initial decision regarding joint representation is reached, a lawyer should
constantly monitor the situation to ensure that the clients’ interest remain sufficiently aligned
to continue the joint representation.
 Defense of a corporate officer may be required by a corporation’s bylaws or
other law. However, this does not necessarily mean joint defense—the
company could always engage separate counsel for the officer.

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WHO IS MY CLIENT?
Joint Representation (cont.):
o Rule 1.8(f) requires a waiver from the employee if the employer intends to pay the cost of
legal services for the employee.
o Both the employer and employee should understand that payment for services by the
employer does not give the employer the right to control or direct the legal services for the
employee. The lawyer’s duty of loyalty is to the client, regardless of who is paying the bill.
Rule 1.8(f). Third-party compensation.
(f) A lawyer shall not accept compensation for representing a client from one other than the
client unless:
(f)(1) the client gives informed consent;
(f)(2) there is no interference with the lawyer’s independence of professional judgment or
with the client-lawyer relationship; and
(f)(3) information relating to representation of a client is protected as required by Rule 1.6.

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WHO IS MY CLIENT?
Management Disputes and Derivative Actions:
o What do you do if a fight breaks out over ownership or control of the organization? What
about derivative actions filed “on behalf” of the corporation? The comments to Rule 1.13
provide guidance:
Comment 12: Under some circumstances, the shareholders or members of a corporation may bring
suit to compel the directors to perform their legal obligations in the supervision of the organization. . .
. Such an action may be brought nominally by the organization, but usually is, in fact, a legal
controversy over management of the organization.
Comment 13: The question can arise whether counsel for the organization may defend such an
action. The proposition that the organization is the lawyer's client does not alone resolve the issue.
Most derivative actions are a normal incident of an organization's affairs, to be defended by the
organization's lawyer like any other suit. However, if the claim involves serious charges of
wrongdoing by those in control of the organization, a conflict may arise between the lawyer's duty to
the organization and the lawyer's relationship with the board. In those circumstances, Rule 1.7
governs who should represent the directors and the organization.

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WHO IS MY CLIENT?
Other Ethical Issues (cont.):
Rule 4.3(a): Dealing with Unrepresented Persons.
(a) In dealing on behalf of a client with a person who is not represented by counsel, a
lawyer shall not state or imply that the lawyer is disinterested. When the lawyer knows or
reasonably should know that the unrepresented person misunderstands the lawyer’s role in
the matter, the lawyer shall make reasonable efforts to correct the misunderstanding. The
lawyer shall not give legal advice to an unrepresented person, other than the advice to
secure counsel, if the lawyer knows or reasonably should know that the interests of such a
person are or have a reasonable possibility of being in conflict with the interests of the
client.

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PRIVILEGE AND CONFIDENTIALITY
Attorney-Client Privilege and Confidentiality:
 Utah R. Evid. 504: Lawyer - Client.
(a) Definitions.
(1) “Client” means a person, public officer, corporation, association, or other organization or entity,
either public or private, who is rendered professional legal services by a lawyer or who consults a
lawyer with a view to obtaining professional legal services.
. . .
(4) “Representative of the client” means a person or entity having authority:
(A) to obtain professional legal services;
(B) to act on advice rendered pursuant to legal services on behalf of the client; or
(C) person or entity specifically authorized to communicate with the lawyer concerning a legal
matter.
. . .
(b) Statement of the Privilege. A client has a privilege to refuse to disclose, and to prevent any other
person from disclosing, confidential communications:
(1) made for the purpose of facilitating the rendition of professional legal services to the client; and
(2) the communications were between: . . . the client and the client’s representatives [and the] lawyer.
. . .

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Attorney-Client Privilege and Confidentiality (cont.):
 Upjohn Co. v. United States, 449 U.S. 383 (1981): Is a communication between a lawyer
and a corporate client is privileged?
 A communication will be protected if:
1. The communication is for the purpose of securing legal advice for the organization, and the
employee is aware that the communication is for the purpose of securing legal advice for the
organization;
2. The communication is made at the direction of a corporate superior;
3. The subject matter of the communication is within the scope of the employee’s scope of
employment; and
4. The communication is not disseminated beyond those persons who, because of the organizational
structure, need to know of its contents.

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Rule 1.6(a): Confidentiality of Information.
(a) A lawyer shall not reveal information relating to the representation of a client unless the client gives
informed consent, the disclosure is impliedly authorized in order to carry out the representation or the
disclosure is permitted by paragraph (b).
(b) A lawyer may reveal information relating to the representation of a client to the extent the lawyer reasonably
believes necessary:
(1) to prevent reasonably certain death or substantial bodily harm;
(2) to prevent the client from committing a crime or fraud that is reasonably certain to result in substantial
injury to the financial interests or property of another and in furtherance of which the client has used or is
using the lawyer’s services;
(3) to prevent, mitigate or rectify substantial injury to the financial interests or property of another that is
reasonably certain to result or has resulted from the client’s commission of a crime or fraud in furtherance
of which the client has used the lawyer’s services;
(4) to secure legal advice about the lawyer's compliance with these Rules;

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(5) to establish a claim or defense on behalf of the lawyer in a controversy between the lawyer and the
client, to establish a defense to a criminal charge or civil claim against the lawyer based upon conduct in
which the client was involved, or to respond to allegations in any proceeding concerning the lawyer’s
representation of the client;
(6) to comply with other law or a court order; or
(7) to detect and resolve conflicts of interest arising from the lawyer's change of employment or from
changes in the composition or ownership of a firm, but only if the revealed information would not
compromise the attorney-client privilege or otherwise prejudice the client.
(c) A lawyer shall make reasonable efforts to prevent the inadvertent or unauthorized disclosure of, or
unauthorized access to, information relating to the representation of a client.
 There is no public record exception to Rule 1.6.

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INTERNAL INVESTIGATIONS
Upon receipt of an informal or formal complaint, the employer should take
immediate steps to stop the alleged conflict, protect those involved, and begin
an investigation.
Preliminary Questions:
1. Is a formal investigation necessary? YES!
o Under many state and federal statutes (including Title VII, the Americans with Disabilities Act, the
Age Discrimination in Employment Act, the Occupational Safety and Health Act (state and federal),
and the Utah Antidiscriminaton Act), an employer is legally obligated to investigate complaints in a
timely manner.
o A thorough investigation and appropriate remedial measures may offer the employer a defense in
certain cases.
o No matter how outlandish or insignificant a complaint may initially seem, an employer should act
with due care to investigate the complaint and determine action is needed.

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Preliminary Questions (cont.):
2. Who should conduct the investigation?
o Can be a manager, human resources personnel, internal security, legal counsel, or an
outside investigator.
o An investigator should be objective, have no stake in the outcome, and have an
understanding of the legal issues and company policies pertinent to the complaint.
3. What is the purpose of the investigation?
o In every case, the purpose of the investigation should be to ascertain the truth in order to
protect employees in the workplace and protect the company from liability. The purpose
of the investigation is not to prove the accusations or exonerate the accused.

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Preliminary Questions (cont.):
4. Is interim protective action necessary?
o In some cases, it may be necessary to take immediate measures to protect the alleged
victim or accuser (who may not be the same individuals). While an employer must be
careful not to prejudge the circumstances or prejudice the accused, employee safety is of
paramount importance.
o No retaliation! Consider whether it is necessary to separate the alleged victim and
accused to guard against continued harassment or prevent retaliation. Be careful not to
take action that could be construed as adverse towards the complaining employee, as
this could later be viewed as unlawful retaliation.
o When possible, the employer and employee should work together to select an
appropriate temporary arrangement, and the complaining employee should agree to any
measure that affects their working arrangements.

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Once the investigator has been selected and the purpose of the investigation
identified, a prompt and thorough investigation should begin.
Conducting an Investigation:
1. Ensure Reasonable Confidentiality.
o Explain to all affected employees that it will protect the confidentiality of both the accuser
and accused to the extent reasonably possible.
o Do not guarantee complete confidentiality or create unjustified expectations of
confidentiality.
o Information about the allegations and parties should be shared carefully, and only on a
need-to-know basis. Records of the investigation should be treated as confidential.
o Parties involved in the investigation (including the accuser, accused, witnesses, and
anyone assisting with the investigation) should be directed not to discuss the
investigation with others in the workplace.

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Conducting an Investigation (cont.):
2. Develop a Plan.
o Outline and identify key issues presented by the complaint.
o Identify potential witnesses, documentary evidence, and other sources of information for
exploration.
o Outline topics to explore with each witness.
o Ensure that any electronic documents are preserved.

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3. Gather Information.
o The purpose of the investigation is to ascertain the truth and inform subsequent
decisions by the employer.
o Witness interviews, written statements, documentary evidence. Questions should be
open-ended to elicit as much information as possible. Asking the employee to also write
down what happened may help cement testimony and identify inconsistencies.
o The investigator should remind witnesses regarding their obligation to keep information
concerning the investigation confidential.

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4. Make a Decision.
o The investigator should make final determinations regarding credibility and the factual
results of the investigation.
o Management should make decisions regarding any corrective action to be taken, in
consultation with the investigator (and legal counsel where appropriate).
o Use the correct burden of proof. Workplace investigations should utilize the burden of
proof applicable to most civil cases: “preponderance of the evidence.” Is it more likely
than not that the incident occurred?
o If a complaint proves to be unfounded, it is rarely appropriate to discipline the
complainant. An employer should consider such action only in egregious cases of
proven dishonesty, and only after consultation with legal counsel.

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Documenting the Investigation:
o Because every investigation could potentially result in litigation, the employer should
consider preparing an investigative report, which should summarize:
• The original complaint.
• Issues investigated.
• Parties involved.
• Key factual and credibility findings, with reference to the sources of information.
• Specific conclusions reached by the investigator and employer.
• The individuals responsible for final determinations and corrective action.
• Description of any corrective action taken.
o An investigation report should show that the employer took the complaint seriously,
responded promptly and appropriately, and took reasonable action to address any issues
identified in the investigation.

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Documenting the Investigation (cont.):
o The results of an investigation should be framed in terms of a company’s policies and
values. The investigator should make factual determinations.
o While an investigator should be aware of the legal issues raised by a particular
complaint, the investigator and employer should not make legal determinations in the
investigative report.
o Although investigative reports and notes may be protected from disclosure under the
work product doctrine, employers should be aware of the risk that investigation notes or
reports could be inadvertently or improperly leaked outside the company or deemed
discoverable in litigation.

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Common Mistakes in Employment Investigations:
1. Failing to conduct an investigation at all. Every complaint should be investigated. The
scope of the investigation may be dictated by the nature of the complaint, but no complaint
should be dismissed without inquiry.
2. Promising complete confidentiality to the accuser, accused, or witnesses. Complete
confidentiality cannot be guaranteed, and over-promising confidentiality can hamstring an
employer’s investigation.
3. Failing to properly document the investigation. Be sure to retain all documents relevant to
an employment investigation, with references to witnesses who can authenticate or provide
testimony regarding the document. Do not overlook the need to document “minor”
complaints.

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Common Mistakes (cont.):
4. Conducting a “lazy” investigation. It is not sufficient to simply ask the accuser and accused
for a written statement to be filed away. A proper investigation should assess credibility,
inquire into details, and reach a proper conclusion.
5. Failing to get both sides of the story. Investigations which merely meet with the accused to
impose discipline are insufficient.
6. Failing to prevent retaliation. Throughout the investigation, the employer should caution
the accused and witnesses again retaliation. Retaliation is unlawful even if a complaint is
ultimately determined to be unfounded.

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LITIGATION PITFALLS
Other Ethical Issues:
 Preservation of Evidence: All attorneys are under an ethical obligation to ensure that they,
and their clients, do not destroy, alter, or conceal, relevant documents.
Rule 3.4(a): Fairness to Opposing Party and Counsel.
A lawyer shall not:
(a) unlawfully obstruct another party’s access to evidence or unlawfully alter, destroy or
conceal a document or other material having potential evidentiary value. A lawyer shall not
counsel or assist another person to do any such act.
 Also, 29 C.F.R. § 1602.14 requires personnel records to be preserved for one year. If a
charge of discrimination is filed, records must be preserved until disposition of the charge.

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LITIGATION PITFALLS
Other Ethical Issues (cont.):
Rule 3.7: Lawyer as Witness.
(a) A lawyer shall not act as advocate at a trial in which the lawyer is likely to be a
necessary witness . . . .
 This rule may prevent a lawyer who investigated an employment complaint within the
organization from later representing the organization in litigation. Note, however, that Rule
3.7(b) does not extend this disqualification to other lawyers within the same firm.

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THANK YOU
 Alex B. Leeman
801.536.6775
aleeman@parsonsbehle.com

Anti-Corruption, Anti-Bribery and Anti-
Government Enforcement: How to Avoid
Becoming a Target of Government Regulators
Jeff Corey

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Meet A Few “This Could Never Happen to Me” Clients

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Compliance Best Practice (a/k/a Risk Avoidance)
 Written Compliance Standards + Oversight
o Compliance Officer / Legal = Hot Seat
 Training:
o Spot Issue and Report Internally
o Government contact training (“Dawn Raid”)
o Subject-matter specific (e.g., FCPA)
 Standard Procedures:
o Hotline Reporting
o Regular Monitoring / Auditing

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Compliance Legal Concepts
 U.S. Sentencing Guidelines: § 8B2.1 Effective Compliance Program
1. Compliance Policies
2. Compliance Officer / Responsible Person
3. Training
4. Employee Reporting Options
5. Employee Incentives & Discipline
6. Corrective Action
 Respondeat Superior
o Corporation can be criminally liable for acts of employee intended to benefit
corporation, even if contrary to company policy or illegal

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Managing the Investigation
 Define Scope and Goals
 Who “Runs” the Investigation:
o Internal vs. External vs. Hybrid
 Document / Data:
o Cell Phone Policy
 Employees Engagement
 Cost Considerations

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The Foreign Corrupt Practices Act
 Outgrowth of Watergate Era
o Especially Lockheed paying Prime Minister of
Japan
 Applies To:
o All U.S. persons and companies
o Foreign persons and companies what act in
furtherance of a corrupt payment
 Debate:
o Puts United States at competitive
disadvantage?

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FCPA: Serious Penalties
 Individuals:
o Up to 5 years in prison for bribery violation
o Up to $100,000 in criminal fines which cannot be paid by employer
o Up to $100,000 in civil fines which cannot be paid by employer
 Corporations:
o Up to $2 million in criminal fines for bribery violation
o OR fines based on benefit to the company:
• Up to twice the gross gain for corporations

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FCPA: Basic Framework
 Framework: (1) Anti-Bribery Provisions; (2) Accounting Provisions
 FCPA Anti-Bribery Elements:
1. Direct or indirect payment (or offer) of money or anything of value
2. With corrupt intent (“evil motive or purpose”)
3. To a “foreign official” or to a third party who will pass it on to a “foreign
official”
4. For the purpose of influencing an official to act or fail to act (“quid pro quo”)
5. To obtain or keep business, secure any improper advantage or induce a misuse of
an official position (“business purpose”)

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FCPA Key Elements
 “Anything of Value” = “Anything of Value”
 Foreign Officials:
o Obvious: heads of state, employees of government
agencies, military
o State-owned businesses
o Employees of state-owned businesses
o Family members of government officials
o Tribal Leaders

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FCPA: The Intermediary Problem
 Big “no no”: using third party as conduit
 Examples: (1) consultants; (2) advisors; (3) law
firms; (4) “service” providers
 How to protect yourself:
o Clear contract terms / fair market value
o Due diligence & monitoring
o Pay to legitimate financial institution
o Document everything!!

47
FCPA: “Show Me the Money”

48
A Final Thought (Or Two)
 A bad compliance program is better than no compliance program
 An imperfect investigation is better than no investigation

Purchase Agreements
Barbara Bagnasacco

50
PURCHASE AGREEMENTS
 Preliminary Agreements:
o Non-Disclosure Agreements
o Term Sheets
o Exclusivity Agreements (no shop)
 Purchase Agreements:
o Stock Purchase Agreements vs. Asset Purchase Agreements

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PURCHASE AGREEMENTS
 The Asset Purchase Agreement:
 Purchased Assets and Excluded Liabilities
 Purchase Price:
o Cash, Stock, Promissory Notes
o Allocation of Purchase Price
o Adjustments to Purchase Price – One-way vs. two-way/dollar-for-dollar or
deductables & caps. Basis (working capital, net assets, profits & losses,
EBITDA, or specific liabilities), mechanics (timing, preparing financial
statements), dispute resolution (independent accountant, scope of review,
“baseball arbitration”, allocation of fees), escrow. Advisable to attach a
sample calculation.

52
PURCHASE AGREEMENTS
o Earn-Outs – earn-out targets (financial vs. non-financial), earn-out periods
(1-3 years), buy-out or acceleration rights. Post-closing covenants and
liquidated damages. Security for payments (escrow, parent’s guaranty,
security interest).
o Escrow (consolidated or separate accounts), and Holdback.

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PURCHASE AGREEMENTS
 Representations and Warranties:
o Longest section of the Purchase Agreement
o Disclosure, allocation of risk and basis for indemnification claims
o Limitations (Materiality and Knowledge qualifiers, time, range, disclosure
schedules)
o Fundamental representations
o Seller’s vs. Buyer’s representations and warranties
o Bring Down

54
PURCHASE AGREEMENTS
 Pre-Closing Conditions
o Consents and approvals
 Covenants:
o pre-closing covenants - preserving the target’s assets
o post-closing covenants (including non-solicitation of customers and
employees and non-competition – scope, duration, geography)
 Indemnification:
o Procedures

55
PURCHASE AGREEMENTS
o Limitations:
• Materiality (and materiality scrape), Caps, Baskets (deductible vs. “first dollar”), De
Minimis Threshold, Duty to Mitigate, Survival Period.
 Dispute Resolution
 Ancillary Documents (Bill of Sale, Assignment & Assumption Agreement, IP
Assignment Agreement, Deed, Escrow Agreement, Transition Services Agreement, Board
Resolutions, UCC-3 Termination Statements)

Cloud Service Agreements –
Negotiation of Critical Terms
Angela Edwards and Chris Simboli

57
Cloud Boom
 In 2020 the global cloud storage market was estimated at $219B
USD.
 It is expected to be more than $250B USD by the end of 2021.
(Fortune Business Insights)

59
Cloud | Advantages v. Disadvantages

60
SaaS (Software-as-a-Service)
PaaS (Platform-as-a-Service)
IaaS (Infrastructure-as-a-Service)
Cloud Applications

61
Access Right v. License
Cloud Service Agreements

62
Subscription v. Term

63
Confidentiality v. Data Security

64
Representations & Warranties

65
Indemnification

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Limitation of Liability

67
Service Level Agreements (SLAs)

69
Contact
Chris Simboli
•Shareholder
•Parsons Behle & Latimer
PLC
•csimboli@parsonsbehle.com
•(208) 562-4897 (direct)
Angela Edwards
•Director, Legal BU & Sales
and Legal Operations
•Micron Technology
•aedwardsa@micron.com

70
Thank You
Alex B. Leeman –
General Counsel and
Shareholder,
Jeffrey C. Corey –
Shareholder,
Barbara Bagnasacco –
Shareholder,
Angela Edwards –
Director, Legal BU & Sales
and Legal Operations,
Micron Technology
Christopher G. Simboli –
Shareholder,

2021 ACC Mountain West Best Practices Club

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