German Podcast Episode #218: Rahuls Schlüsselerfolge als Senior IT Counsel seit 2010

Rahul: Absolutely, Neha. Technical
specifications – such as for encryption or access controls – are
worthless if they cannot be contractually enforced. A clear
example is cloud services: After serious incidents like the 2019
Capital One data leak, which resulted from a cloud
misconfiguration, it became painfully clear that contracts must
impose clear technical security requirements on vendors.


Neha: Yes, and the regulatory consequences
underscore that, right? The FTC in FTC v. Wyndham (2015)
specifically found that insufficient contractual security
obligations and lack of oversight of third-party vendors
contributed to Wyndham's liability for the data breach.


Rahul: Exactly. FTC guidance now explicitly
advises including specific security expectations in vendor
contracts. It's similar for IP protection. Take a hypothetical
scenario: IBM licenses an AI tool to Amazon – let's call it "IBM
v. Amazon" – without clear contractual clauses on improvements.
If Amazon then develops enhancements, a dispute arises over
ownership rights. A cross-functional review (Legal + Tech) would
have foreseen this gap and included an IP clause for derivative
works.


Neha: And such translation errors are not
uncommon. In the real Dedalus case, for example, the technical
requirement for secure data migration was not reflected
contractually. Dedalus did not encrypt the data, leading to a
violation. The French data protection authority CNIL criticized
the absence of "elementary security measures" and the lack of a
contract enforcing them. Your proactive approach closes such gaps
by aligning technical specifications with contract clauses. You
had a concrete case study on this at MetLife?


Rahul: Correct. Between 2016 and 2020, MetLife
developed the "MetLife Xcelerator" digital platform. As GDPR came
into force in 2018, the platform had to comply with strict
"Privacy by Design" principles – technically, for example:
minimal data collection and on-device processing. I led a review
with software engineers who decided to use anonymization. I then
drafted the user terms and vendor contracts to state that only
anonymized data may be shared and no personal data may leave the
device. This gave the technical design legal effect.


Neha: That also affected IP rights, right? The
app used a machine learning library under an open-source license
requiring attribution and no sub-licensing of modifications.


Rahul: Exactly. I worked with the developers to
understand this technical license requirement and ensured
contracts with end-users and any partners honored those terms.
Without this legal protection, MetLife Xcelerator could have
inadvertently breached the license and faced copyright claims –
similar to the BusyBox GPL cases where companies distributed
firmware with GPL code without complying with the license
conditions.


Neha: And you went a step further: The app's
technical specifications required third-party APIs – like a
mapping API – not to store query data.


Rahul: Yes, I then inserted clauses into the API
service agreements prohibiting the providers from retaining or
misusing the company's data. This protected both privacy and IP –
the query patterns were potentially proprietary usage data.
Later, an incident actually occurred: A vendor wanted to
repurpose usage data for marketing. However, my contractual
clause explicitly forbade this, enabling MetLife to legally stop
it – thus preventing a data privacy violation.


Neha: That powerfully illustrates how
proactively "translating" technical requirements – like "don't
reuse data" or "implement security measure X" – into contracts
provides legal recourse and deterrence. What legal frameworks
support this approach?


Rahul: There's no law explicitly stating
"translate tech into contracts." But GDPR Article 28 requires
contracts with processors to include technical and organizational
measures...


***


Read German text here:


https://docs.google.com/document/d/1oEspwKpwMcjlN5BkId5-KTNIs7pywqDbp8g1lYnU2fg/edit?tab=t.0


**