Drafting Software Agreement Warranty, Limitation of Liability, and Indemnification Provisions

Negotiating Clauses That Protect Against Service Defects, Limit Potential Damages, and Allocate Risk

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

Conducted on Thursday, February 20, 2020

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will guide technology and business counsel on drafting and negotiating enforceable limitation of liability (LOL), indemnification, and warranty provisions in software agreements. The panel will discuss crucial considerations for crafting the clauses, potential enforceability challenges, and the interplay between the provisions.


While warranty, LOL, and indemnification provisions are significant in software contracts, they are among the most complex and confusing to draft and interpret. Technology and business counsel must strategically negotiate these provisions to protect clients' rights.

Warranty provisions outline assurances that the software will perform according to contract specifications. Software developers frequently seek broad disclaimers of warranties and strict indemnification clauses.

LOL provisions seek to limit the dollar amount and type of damages allowed in the event of a breach of contract. Counsel must avoid ambiguity in drafting these clauses and consider the software vendor's and the customer's interests.

Indemnification clauses allow the parties to contractually shift risk and reduce liability exposure for third-party claims against them when entering into a software agreement. Valid indemnification clauses clearly outline risks indemnified or excluded from indemnity and define procedures for making an indemnification claim. Different state laws may affect certain aspects of these provisions.

Listen as our authoritative panel explains best practices for drafting and negotiating warranty, LOL, and indemnification provisions in software agreements. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling the three different clauses.



  1. Drafting considerations and best practices for warranty, LOL, and indemnification clauses
  2. Interplay between provisions
  3. Enforceability challenges


The panel will review these and other crucial issues:

  • How can technology and business counsel act to mitigate and allocate risk when drafting and negotiating warranty, LOL, and indemnification provisions in software agreements?
  • What are the most commonly negotiated warranty and indemnification provisions in different types of software and technology agreements?
  • What disputes arise in negotiating these clauses, and what are practical strategies for resolving them?
  • How should the various state laws and the courts' varying interpretations of indemnification provisions impact drafting these provisions and the parties' ability to recover?
  • What challenges do parties often face when making an indemnification claim?


Haw, Jeanny
Jeanny Haw

Special Counsel
Foley & Lardner

Ms. Haw is a member of the firm’s Technology Transactions & Outsourcing Practice. Her practice involves...  |  Read More

Neclerio, John
John M. Neclerio

Duane Morris

Mr. Neclerio is co-chair of the firm's Technology Transactions, Licensing and Commercial Contracts Practice...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video