Drafting Service Level Agreements: Best Practices for Corporate and Technology Counsel

Structuring Key Provisions, Anticipating Common Areas of Dispute, and Streamlining Negotiations

Recording of a 90-minute CLE webinar with Q&A

Conducted on Tuesday, March 20, 2018

Recorded event now available

or call 1-800-926-7926
Program Materials

This CLE webinar will guide business and technology counsel on drafting service level provisions in technology agreements, with a focus on lessons from recent cases.


The technology services environment is evolving—sometimes on a daily basis—and drafting service level agreements (SLAs) presents unique challenges for counsel to customers, service providers and vendors.

SLAs at their most uncomplicated address the current level of anticipated service. Well drafted and effective SLAs also outline what happens when the unanticipated occurs, relationships break down, or the parties need to make additions, deletions and modifications to the service levels.

The State of Indiana v. IBM case provides useful lessons and reminders for business counsel negotiating SLAs. The ruling demonstrates how a provider of services may avoid breaching an SLA or be held liable for failing to meet a service level via substantial performance of the contract. The case also addresses issues regarding preparing a cure notice and more.

Listen as attorney Matthew Karlyn, a partner with Foley & Lardner’s Technology Transactions & Outsourcing Practice, discusses best practices for negotiating service levels in technology agreements. Mr. Karlyn will explain how to draft these agreements in light of State of Indiana v. IBM.



  1. Structuring service level agreements
    1. Key provisions
    2. Measuring tools
    3. Reporting
    4. Standards
    5. Common issues and remedies
  2. Lessons learned from State of Indiana v. IBM


Mr. Karlyn will review these and other critical questions:

  • How can counsel for service providers, vendors and customers entering SLAs best mitigate risk when drafting and negotiating the agreements?
  • What are the lessons of State of Indiana v. IBM on drafting service levels and SLAs properly?
  • What are the most commonly disputed issues during contract negotiations and what are some practical strategies for resolving them?


Karlyn, Matt
Matthew A. Karlyn

Foley & Lardner

Mr. Karlyn has extensive experience with transactions relating to outsourcing and information technology, including IT...  |  Read More

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