In-house counsel should be aware that third-party vendors can be held liable for lost information.

“Sometimes agreements with vendors include allocations of liability, and that's something that inside counsel should be considering when they contract with anybody who's providing them with information electronically or who has access to their system,” says Quarles & Brady Partner Margaret Utterback.

“There is some resistance on the part of vendors in providing that indemnification, and it's only as valuable to a company as the strength of the person who's providing the liability protection. If they're dealing with a small company that isn't going to be able to bear the responsibility of a significant financial burden, it's not going to be as useful.”