/

Alicante

Berlin

Bratislava

Brüssel

Budapest

Bukarest

Dresden

Düsseldorf

Frankfurt/M.

Hamburg

London

Moskau

München

New York

Prag

Warschau

noerr.com

/

Alicante

Berlin

Bratislava

Brüssel

Budapest

Bukarest

Dresden

Düsseldorf

Frankfurt/M.

Hamburg

London

Moskau

München

New York

Prag

Warschau

noerr.com

Digital Business

5 June 2018

Dr. Torsten Kraul

Dr. Stefan Schwab

/ Agenda

1 About Noerr

2 IT, Outsourcing & Data Privacy

3 Key Trends

4 General Data Protection Regulation (GDPR)

5 Employment & Pensions

2

/About Noerr

/ Noerr stands for excellence and entrepreneurial thinking.

With well-versed teams of strong characters, Noerr

devises and implements solutions for the most

complex and sophisticated legal matters. United by

a set of shared values, the firm’s 500+ professionals

are driven by one goal: the client’s success.

Listed groups and multinational companies, large

and medium-sized family businesses as well as

financial institutions and international investors all

rely on the firm.

As one of the top European law firms, Noerr is also

well established internationally with offices in

eleven countries and a global network of top-

ranked “best friends” law firms. In addition, Noerr

is the exclusive member firm in Germany for Lex

Mundi, the world’s leading network of

independent law firms with in-depth experience in

100+ countries worldwide.

/ Expertise

Antitrust & Competition

Banking & Finance

Capital Markets

Corporate/Mergers & Acquisitions

Data Privacy

Employment & Pensions

Intellectual Property

Litigation, Arbitration & ADR

Regulatory & Governmental Affairs

Restructuring & Insolvency

Tax & Private Clients

Automotive & New Mobility

Compliance & Investigations

Digital Business Commerce & Trade IT & Outsourcing Media

Energy

Financial Services Regulation

Healthcare

Insurance & Reinsurance

Private Equity

Real Estate Investment Group

Telecommunications

Advisory

/ Strong international presence

Düsseldorf60 professionals

London5 professionals

Brussels10 professionals

New York5 professionals

Alicante15 professionals

Frankfurt75 professionals

Munich120 professionals

Berlin90 professionals

Dresden25 professionals

Warsaw25 professionals

Moscow20 professionals

Bucharest25 professionals

Budapest10 professionals

Bratislava10 professionals

Prague15 professionals

As of January 2018

Hamburg20 professionals

/ Über Lex Mundi

Noerr ist exklusives Mitglied von Lex Mundi, dem führenden

Netzwerk unabhängiger Wirtschaftskanzleien mit

umfangreicher Erfahrung in mehr als 100 Ländern.

Als Teil des weltweiten Lex Mundi-Netzwerks bieten wir

unseren Mandanten über einen Ansprechpartner bevorzugt

Zugang zu über 21.000 Anwälten weltweit

Jedes Lex Mundi-Mitglied ist in seinem nationalen bzw.

regionalen Markt führend. Gemeinsam bieten die Lex Mundi-

Kanzleien globale Rechtsberatung von einzigartiger Qualität

und Bandbreite. In Zusammenarbeit mit anderen Lex Mundi-

Kanzleien können wir anspruchsvollste grenzübergreifende

Transaktionen und Streitfälle unserer Mandanten aus einer

Hand begleiten.

Source: Who is Who Legal website as of 27 January 2017, Aggregated Rankings Lex Mundi and Global Firms, total of 2.344 specialists listed

/IT, Outsourcing & Data Privacy

/ IT, Outsourcing & Data Privacy

Noerr has been one of the leading IT law firms in Germany for many years. Around 25

experienced experts provide interdisciplinary advice on all legal and tax matters in the

area of convergent technologies, from IT projects, data protection and IT security to

digital media, e-commerce, complex cross-border outsourcing projects, IT transactions

and restructuring.

Our services

Your benefits

Our practice is active in all technology-

related commercial and contractual

matters such as digitalisation projects,

outsourcing, hardware contracts, software

development, system integration and

establishing e-commerce platforms

Industry expertise in healthcare, banking,

financial services, energy, media, insurance

and others

International advice in areas where IP,

antitrust law, litigation, M&A,

telecommunications, procurement law and

distribution converge

Worldwide network

IT projects/Industry

4.0/outsourcing

Industry 4.0

IoT platforms

Outsourcing and cloud computing

Logistics and fulfilment

Global launch of ERP systems

Individual software programming

Software/e-Commerce

Website/frontends

Software licences and service contracts

Marketing and data protection

Cyber security

Social and mobile commerce

FinTech, e-payment, payment methods

Competition and advertising

IT litigation

Advice, support and representation in national and international disputes with IT-specific background (in and out of court or by arbitration)

/Key Trends

/ Key Trends

11

Big Data Analytics

Strategic analysis of opportunities for data

collection and data usage including data-driven

business models

Procuring the necessary hardware (sensors,

smart devices)

Setting up the necessary IT infrastructure

Creating parameters, algorithms and

applications to analyse data and decisions

based on data

The Challenge

Designing precise and comprehensive (licensing)

agreements in line with market standards

Drafting consent forms in accordance with data

protection law

Compliance with data protection and data

security law and other specific regulatory

requirements

Drafting and/or negotiating the necessary

contracts with IT service providers

Our Solution

/ Key Trends

12

Blockchain

Strategic analysis of opportunities for use and

evaluation of their suitability

Structuring and setup of innovative digital

processes and business models

Identifying and implementing possible use cases

in smart contracts

Setting up the necessary IT infrastructure

(nodes) and purchasing corresponding services

(software and database technology)

The Challenge

Structuring in accordance with legal

requirements, especially re. liability issues

Compliance with data protection and data

security law and specific regulatory

requirements

Designing smart contracts in compliance with

contract law and T&C law

Drafting and/or negotiating the necessary

contracts

Our Solution

/ Key Trends

13

Cloud and Outsourcing

Configuring an IT landscape that meets

requirements, including own hardware and

software plus cloud services and outsourcing

Setting up or procuring the necessary service

functions

Implementing the IT security requirements

Setting up and implementing data protection

compliance and open source compliance

The Challenge

Legal support for tenders

Drafting and negotiating procurement,

development, licensing, cloud and outsourcing

contracts in line with market standards

Compliance with general and specific data

protection and security law, open source

licences, etc.

Advising and litigating when IT projects are in

crisis

Our Solution

/ Key Trends

14

Internet of Things

Setting up a powerful IT platform

Designing and developing suitable applications,

also using self-learning software/artificial

intelligence

Creating a plug-and-play solution to connect the

user’s smart devices

Designing a competitive offering for customers

in terms of content and price

The Challenge

Minimising liability risks, especially via contract

design

Drafting and negotiating large-volume IaaS,

PaaS and software licensing agreements

Taking into account the requirements of data

protection and data security law and specific

regulatory requirements

Drafting contract templates for customers, data

licensing and external developers

Our Solution

/ Key Trends

15

Mobile Apps

Strategic analysis of the areas of application for

mobile apps

Designing and developing suitable apps

Setting up the necessary IT infrastructure and

backend systems (such as data processing,

device administration, contract management,

billing and customer service)

If applicable, setting up own app store

The Challenge

Designing T&C and privacy statements for apps

Compliance with data protection and data

security law and with e-commerce law

Drafting and/or negotiating the necessary

contracts with IT service providers and

cooperation partners

Compliance with app store contract terms

Our Solution

/ Key Trends

16

Platforms

Designing an innovative offering that is

competitive in terms of content and price

Complying with legal requirements for

intermediaries

Setting up the necessary IT infrastructure and

purchasing corresponding services

Integrating interfaces with the systems of

providers and customers for automated

processing

The Challenge

Minimising liability risks with a comprehensive

legal analysis

Compliance with data protection and data

security law, e-commerce law, antitrust law and

competition law

Drafting contract templates for providers and

customers

Drafting and/or negotiating the necessary

contracts with IT service providers

Our Solution

/ Key Trends

17

Robotics and Artificial Intelligence

Developing AI-based applications, also with

cooperation partners in particular

Setting up the necessary data pool for training

Procuring the necessary hardware (sensors,

robots, devices)

Setting up suitable IT infrastructure and

frontend systems (apps and web portals) and

interfaces

The Challenge

Minimising liability risks, especially via contract

design

Drafting contract templates for software

licences, machines and devices

Compliance with data protection and data

security law, e-commerce and liability law and

with specific regulations

Drafting and/or negotiating the necessary

contracts

Our Solution

/General Data Protection Regulation (GDPR)

/

19

Comparison: Data Protection Directive & new GDPR

Data Protection Directive (DPD;

95/46/EC)

Only binding on member states

Has to be transposed into national law

Data protection law in Germany:

Federal Data Protection Act, Telemedia Act

(TMG), Telecommunications Act (TKG), etc.

European Court of Justice: "always

comprehensive harmonization" (full

harmonization) by DPD (C-468, 469/10)

Very narrow discretionary powers for

member states

GDPR

Directly applicable

Does not have to be transposed into national law

However: approx. 50 escape clauses allowing

national rules

In particular national rules for employees’ data

possible (Art. 88)

Data protection officer: duty to designate

largely depends on law of member state,

Art. 37(4), second part of sentence

Otherwise mainly:

◦ Public-law sector and

◦ Safeguarding of public interest

Consistency mechanism for "uniform application"

of the GDPR (Art. 60 et seq.)

/

20

Territorial Scope

No reference to data processing 'in context of an establishment‘ necessary anymore

GDPR will apply to the processing of personal data by controllers and processors in the EU, regardless of

whether the processing takes place in the EU or not

GDPR will also apply to the processing of personal data of data subjects in the EU by a controller or processor

not established in the EU, where the activities relate to:

Offering goods or services to EU citizens (irrespective of whether payment is required) and

The monitoring of behaviour that takes place within the EU

Lex loci solutionis (Art. 3)

BROAD WORLDWIDE SCOPE

/

21

Legitimation of Data Processing

Prohibition Subject

to Authorization

Statutory (Art. 6

DSGVO)Consent

Compliance with legal obligations

Tasks in the public interest

Performance of a contract

Protection of vital interests

Justified interests of the controller

Opening Clauses

Free, informed and specific

Unambiguously (no form requirement

Right to withdrawal

Statutory authorization

/

„1st step“: Legitimation of personal data

processing in

„2nd step“: processing of personal data abroad

Within the EU/EEAWithout extra requirements

„Third country“Special legitimation

required („2nd step“)

Adequate level of data protection

Art. 45 GDPR

Safe third country

EU-US-Privacy-Shield

Appropriate safeguards

Art. 46 GDPR

EU standard contractual clauses

Art. 46 (1) (c), (d) GDPR

Binding Corporate Rules

Art. 47 GDPR

Derogations for specific situations

Art. 49 GDPR

Prohibition subject

to authorisation

Consent

Art. 49 (1) (a) GDPR

Cross-border data flowsGDPR

/Employment & Pensions

/ Employment & Pensions

Our experienced team of around 40 advisors is one of Germany’s leading employment

law practices. Complex employment-law advice is still the mainstay for our group of

experts, dovetailed with effective support from other specialist departments.

Our services

Restructuring and reorganisation of companies

Transactions, mergers and acquisitions

Internationalisation

Ensuring flexible conditions of employment and use of outside staff

Structuring employment relationships

Company pension schemes

Matters concerning management boards, board members and directors

Crisis management and crisis communications

Employment compliance

Litigation

Your benefits

Comprehensive advice tailored to fit

your and your company’s needs

Practical solutions with clear recom-

mendations for action which reflect

your company’s objectives

In-depth understanding the specific

advisory needs of the sector thanks

to the specific industry knowledge

Cost-efficiency, speed and lean,

individually selected team

Good contacts to courts and clients;

in Germany, Central and Eastern

Europe and through international

network of partner law firms

/ Immigration LawGerman visa for the purpose of employment in Germany as IT specialist

Blue Card / EU (without the requirement of the approval of the German Labor Agency)

Requirements:- employment contract with a German entity- university degree which corresponds to a German university degree- gross salary p.a. of EUR 52,000 (in 2018)

Blue Card / EU (approval of the German Labor Agency is required)

Requirements:- employment contract with a German entity- university degree which corresponds to a German university degree- gross salary p.a. at least EUR 40,560 (in 2018)- the salary and the working conditions have to correspond to the conditions of comparable German employees

“usual” residence and work permit (approval of the German Labor Agency is required)

Requirements:- employment contract with a German entity- university degree which corresponds to a German university degree- gross salary and working conditions which correspond to the conditions of comparable German employees- there are no other (German or EU national) employees on the German labor market in the area of employment of the applicant

/ Overview German Employment Law Regulations

Social Security: Employment relationships are subject to social security (especially health, retirement and unemployment

social security). Social security contributions are to be paid by the employee and the employer (50/50).

Minimum Wage: The statutory minimum wage in 2018 is EUR 8,84 gross per hour.

Statutory Working Time: The daily working time is (in general) 8 hours per day; maximum 10 hours per day. Working on

Sunday and public holidays is generally forbidden.

Minimum Vacation: The employer has to grant at least 20 days of paid vacation based on a five-day working week; 24 days of

paid vacation based on a six-day working week.

Fixed Term: Employment relationships may be agreed on a fixed term basis for up to two years without justification being

required; for start-ups the maximum term can be four years.

Termination: Terminations of employment relationships pertaining to business units with more than ten employees require

justification on social grounds based on the German Act against Unfair Dismissals once the employment in question has lasted

more than six months.

/Our Team

/ Our Team

Dr. Torsten Kraul provides legal and strategic advice to multinational, national and emerging companies on business transactions in IT, Internet & e-commerce, and data protection matters. He has a particular focus on the implementation of innovative business models for the digital economy including cloud, Internet of things, artificial intelligence, platforms, blockchain and Big Data).

Competences ◦ Internet and E-Commerce ◦ IT law/Outsourcing ◦ Data protection law ◦ Transactions in the TMT sector

Distinctions ◦ Torsten Kraul has been selected by Legal 500 Germany (2018) as one of the "next generation names" in the field of

information technology and outsourcing-information technology. ◦ Recommended as a leading information technology and outsourcing lawyer-information technology (including

contract drafting), Legal 500 (2018). ◦ Recommended as leading attorney for media law by Best Lawyers® 2018.

Dr. Torsten Kraul, LL.M. RechtsanwaltAssociated Partner

+49 30 20942332 torsten.kraul@noerr.com

/ Our Team

Dr. Stefan Schwab advices national and international clients on all issues relating to individual and collective employment law. He is specialized in managing director service agreements, employment contracts and employment related aspects regarding restructuring, M&A and outsourcing projects. In addition, Dr. Stefan Schwab has a focus on company pension schemes, especially in connection with M&A transactions and outsourcing projects.

Competences ◦ Labor law ◦ Managing director service agreements and employment contracts◦ Company pension schemes◦ Transfer of undertaking◦ Outsourcing

Dr. Stefan Schwab Rechtsanwalt, Attorney Specializing in Labor Law Associated Partner

+49 30 20942317 stefan.schwab@noerr.com

/Awards & Offices

/

European Law Firm of the Year

British Legal Awards 2016

Law Firm of the Year:IP, Antitrust, Trademarks and Unfair Competition

Juve Awards 2015

Germany Law Firm of the Year

Chambers Europe Awards 2015

Law Firm of the YearLaw Firm of the Year: M&A

Juve Awards 2014

Transatlantic Equity Capital Markets Team of the Year

Transatlantic Legal Awards 2017

Global Dispute of the Year: U.K. Litigation

The American Lawyer Global Legal Awards 2015

Legal Awards

Law Firm of the Year:Banking & Finance

Juve Awards 2017

Law Firm of the Year: Germany

The Lawyer European Awards 2015

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