1. From Here to Uncertainty: Legal Issues in Procuring a Cloud Computing Solution 17 April 2013 Ian Dunn – Assistant General Counsel at KPMG LLP Andrew Joint – Partner at Kemp Little LLP

2. Nearly lunch…  Speakers  General legal issues in cloud use/procurement  The Cloud Use/Procurement Filter*  Practically applying the CU/PF ™ *we’ll admit, not the snappiest name… Agenda 1

3. Legal Issues:  IPR  DPA  Confidentiality  Negligence Cloud Specific Issues:  Transition/implementation/transformation  Exit  Audit/security  SLAs General Issues In Cloud Use/Procurement 2

4. Filtering Issues for Cloud Use/Procurement 3

5. Regulatory/Governing Bodies 4  Typically Professional Services firm have governing body  Often certification  Usually some form of binding code/regulations

6. Regulatory/Governing Bodies (2) 5 Solicitors  Law Society/SRA  Code of Conduct/Practice Notes Actuaries  The Institute and Faculty of Actuaries  The Actuaries Code Architects  ARB/RIBA  Architects Code/RIBA Code

7. Other Specific Issues 6  Standard Terms/Data Access  UCTA/Reasonableness “With great power, comes great responsibility”

8. Other Specific Issues (2) 7

9. KPMG (Audit, Tax and Advisory services) –Global network of professional firms –Audit, Tax and Advisory Services –156 countries worldwide –Combined global revenues of US$23Billion How can technology help KPMG? –A leading firm: Our desire to be at the forefront of technology offering innovation and efficiencies to clients and creating our own infrastructure efficiencies through use of technology solutions. –An example of a technology solution and the checklist in action: Cloud storage. –‘High-knowledge Intensity’ – results in a lot of data. –There are a variety of data solutions offered by third parties How does this work in practice? 8 Case Study: KPMG

10.  Any data solution must meet our regulatory requirements –Our Regulators/s.130 & 140 ICAEW Code of Ethics –Confidentiality/guidelines/sanctions  Any contract terms must align with terms we have in place with clients –Our business terms/our liability –The approach of third party providers  The solution must meet market and client expectations –Our reputation is key –No unnecessary risk for clients  Must meet internal expectations –Our partnership structure –KPMGI (global strategy)  Achieve the right result How does this work in practice(2)? 9 The Professional Services Checklist

11. Questions? 10