What's in Google's SaaS Contract with the City of Los Angeles? Part One

At the beginning of April, I wrote a blogpost on the City of Los Angeles’ selection of Google Apps to provide the City with Cloud services. As summarized, news outlets reported that Google was willing to compete on various contract provisions in order to win the City's business. They also identified various contractual concessions Google was willing to make. The City has released the Google contract (and another related contract with Computer Sciences Corporation, the company implementing Google's SaaS for LA) and we have had an opportunity to review its provisions.

This multi-part blog series looks at the terms of the Google contract and the corresponding CSC contract, including how the contracts work and the concessions Google and CSC made. Part one of this series focuses on the information security, privacy and confidentiality obligations Google and CSC agreed to. Subsequent parts will review contract provisions related to due diligence, auditing and enforcement, incident response, compliance with privacy and security legal obligations, termination rights, and risk of loss terms (e.g. limits of liability, consequential damages disclaimers, indemnification). Hopefully this post will prove useful for those entering into the Cloud and negotiating contract terms.

The Basics

Before diving into the details of the contracts we must address the basics of the Google/Los Angeles relationships. First off, a third party service provider, Computer Sciences Corporation (“CSC”), is involved in this transaction, and actually has a direct contract with the City of Los Angeles (the “CSC Contract”). CSC has agreed to implement, migrate and deploy Google’s Software as a Service (SaaS) model Email and Collaboration System (e.g. Google Apps Premier Edition). The City also will have a separate contract with Google that they will accept via click-assent once the system is implemented (it is actually included as Appendix J-1 to the CSC Contract – hereinafter referred to as the “Google Contract”). As such, throughout this blogpost we will be looking at both contracts to determine the extent of CSC’s and Google’s obligations (and will attempt to point out material differences between the two).

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Source: infolawgroup.com