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Oracle recently made its largest acquisition ever by closing a $28 billion deal for electronic health care data company, Cerner. Cerner is a cloud-based platform targeted around Veteran Affair’s patient safety concerns. Oracle’s acquisition of Cerner is a strategic move by Oracle to expand into the healthcare industry. By acquiring a healthcare company, Oracle aims to increase its presence in the healthcare market, potentially allowing health care providers to easily access and share electronic records while giving Oracle a strong foothold into a rapidly-expanding market segment.
Healthcare continues to be the nation’s largest employer, especially after the COVID-19 pandemic. Healthcare
Continue Reading Oracle Acquires Cerner – What to Expect

SaaS agreements are often difficult to negotiate and the terms and conditions can be counterintuitive. In this video, Taft Chicago partner Marcus Harris breaks down some of the most important issues you need to focus on when negotiating a SaaS agreement.
Three Things You Must Focus On When Negotiating A SaaS Agreement
Continue Reading Three Things You Must Focus On When Negotiating A SaaS Agreement

Does an ERP vendor’s fiscal year matter in the discount you get as a customer? Absolutely. Oracle’s fiscal year ended in May, and Oracle’s salespeople are notorious for pressuring customers into signing deals with significant discounts prior to year-end under the notion that the discount will disappear after the year-end. Customers need to take into consideration the vendor’s year-end and its impact on the vendor’s willingness to provide discounts. However, only focusing on year-end discounts is misguided.
While it is true some discounts will no longer be available, it is unlikely that the vendor will walk away or that all
Continue Reading Leveraging Oracle’s Fiscal Year End

Drafting, reviewing, and negotiating software license agreements is challenging. In this video, Taft Chicago partner Marcus Harris breaks down three issues to focus on during any review or negotiation of a software license agreement
Three Issues to Focus on When Negotiating a Software License Agreement
Continue Reading Three Issues to Focus On When Negotiating a Software License Agreement

On April 1, 2021, the Supreme Court decided Facebook, Inc. v. Duguid, which narrowed the scope of the Telephone Consumer Protection Act of 1991 (TCPA). The Court unanimously ruled that Facebook did not violate the TCPA by sending unsolicited text messages to individuals without their consent, overturning the Ninth Circuit’s decision to broadly define automatic telephone dialing systems (“autodialers”) under the federal statute. The case boiled down to everyone’s favorite subject—grammar.
To read more, visit the Taft Privacy & Data Security Insights blog post.
Continue Reading Comma Again? The Supreme Court Provides a Grammar Lesson and Hands Down a Big Decision Impacting TCPA Compliance

The U.S. Court of Federal Appeals (CAFC) just released its decision in another breach of software license case. Bitmanagement Software GMBH v. United States, Fed. Cir. 2020-1139 (Feb. 25, 2021). This is the second case where the court recently found for the contractor and held the Government to have overextended its use of a software license. (For a similar case at the Contract Board of Appeals, please see here).
As factual background, the Navy was using Bitmanagement’s software through a third party reseller agreement. The Navy was having trouble tracking the seat licenses and transferring them when needed (i.e. when
Continue Reading Remanded for Damages: Navy Was Not Authorized To Copy Software

In our prior articles on artificial intelligence (AI) in construction, we discussed machine learningimage recognition, sensors-on-sitebuilding information modeling, and smart contracts. As we noted, significant legal issues will arise with the increasing implementation of these technologies. These issues can be grouped generally into: (1) risk allocation; (2) ownership and protection of the technology, as well as the data input and outputs; and (3) the applicable standard of liability.
In this concluding article of this series, we discuss those issues briefly in our full law bulletin, available here.
Continue Reading Artificial Intelligence in Construction: Part IV

As we noted in our first article on artificial intelligence in construction, artificial intelligence (AI) is a broad term that generally refers to technology that uses algorithms to process data and simulate human intelligence. In our first two articles, we discussed machine learning and then image recognition and sensors-on-site. In this article, we discuss two more AI-related topics: (1) building information modeling; and (2) smart contracts.
To read the full law bulletin authored by Cincinnati partner Joe Cleves, Jr., click here.
Continue Reading Artificial Intelligence in Construction: Part III

Despite COVID-19 shutdowns, re-openings, and partial re-closings in some parts of the state, Illinois manufacturers of all sizes are grappling with serious management decisions. Many halted the implementation of planned installations or upgrades to an Enterprise Resource Planning (ERP) software system or deferred part of their project when the pandemic began. Now, they are trying to decide whether to proceed or wait until their business returns to something approaching “normal” – whatever that might be once the virus recedes.

It is a huge decision with managerial, financial, operational, and employee relations implications that ripple throughout an organization.

For large manufacturers
Continue Reading What to Consider When Restarting ERP Projects During and After COVID-19

In this article, we continue our series on artificial intelligence (AI) in construction. Here we address image recognition and sensors-on-site. This technology uses cameras and other sensors to assess vast quantities of video, pictures, and other recorded conditions from worksites. Such technology has the potential to: (1) monitor worksite conditions for safety risks and hazards; (2) enhance equipment and material management, boosting productivity; and (3) improve worker safety by identifying unsafe behavior to inform future training priorities.
To read the full law bulletin authored by Cincinnati partner Joseph Cleves, Jr. click here.
Continue Reading Artificial Intelligence in Construction Part II: Image Recognition and Sensors-on-Site

Since their inception, ERP software systems have historically been used almost entirely by large organizations: major corporations, financial institutions, federal and state government agencies, and similar behemoths with complex structures and massive operations.
Over the last few decades, ERP vendors have focused aggressively on the small to medium-sized business market. Today, a growing number of smaller businesses (stand-alone manufacturers with roughly $50-100 million in sales) have implemented ERP projects.
This shift marks a sea change in ERP users.
It also means that executives and in-house counsel are contending with not just a transformation of the business but a type of
Continue Reading Six Missteps Smaller Companies Must Avoid with an ERP Project

Failed ERP software system implementations and integrations happen frequently and the problems are legion. However, there are ways that organizations can avoid their own failures. In a recent Taft Technology Insights post, we discussed how to avoid a failure if restarting a deferred integration during COVID-19.
We are frequently retained by companies whose projects are in such disarray that vendor or integrator relationships are beyond repair and disputes are heading to court. We spend a considerable amount of time reviewing contracts, emails, reports, and memos, and speaking with key figures as part of negotiating a settlement or preparing a
Continue Reading Reducing the Risks of Being the Next ERP Failure

If ERP software system integrators were as smooth at integrating new or upgraded projects as they are at selling, it is likely they would be involved in fewer court disputes with users. Often, disputes happen because senior management hands off responsibility for the effort to the integrator rather than owning it as an integral part of management’s job.
In reality, people in charge of an organization cannot delegate authority for an ERP project to either the vendor or an integrator. Interests are usually different. Ensuring this does not happen should start when the project is in its inception phase, before
Continue Reading Six Ways Users Can Control Their ERP Integrator

Artificial Intelligence (AI) is a broad term that generally refers to technology that uses algorithms to process data and simulate human intelligence. Examples of AI technology include machine learning, image recognition and sensors-on-site, building information modeling (BIM), and “smart contracts” stored on a blockchain-based platform. This technology can be used in the construction industry by way of design, operations and asset management, and construction itself. Construction leaders interested in staying ahead of the curve should consider its advantages, and the legal implications.
To read the full law bulletin authored by Cincinnati partner Joseph Cleves, Jr., click here.
Continue Reading Artificial Intelligence in Construction: Part I

When the integration and implementation of an ERP software system starts going off the rails and all sides begin pointing fingers at each other, often many of the user’s fingers point at the vendor’s project manager.
In a way, this is understandable, even before the root causes behind the looming failure are known. The project manager is supposedly in charge, ensuring that all of the pieces fit together, and it is his or her job to make the system work smoothly.
Often, it turns out the project manager is at least partially responsible.
Yet, if the user’s senior executives are
Continue Reading Preventing an ERP Project Manager From Failing