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
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.
- Drafting considerations and best practices for warranty, LOL, and indemnification clauses
- Interplay between provisions
- 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?
Foley & Lardner
Ms. Haw is a member of the firm’s Technology Transactions & Outsourcing Practice. Her practice involves... | Read More
Ms. Haw is a member of the firm’s Technology Transactions & Outsourcing Practice. Her practice involves advising business clients on legal issues and risks associated with significant deals including licensing, software as a service (SaaS), hosting and cloud service engagements, which often impact data privacy, IT security, insurance, business continuity, and regulatory issues. Most recently, Ms. Haw was an associate general counsel and vice president for a financial services firm, where she provided broad legal guidance and support for corporate legal services, ranging from commercial transactions legal support for treasury services, multiple cloud services agreements impacting information security and consideration for levels of data sensitivity, and many other engagements with complex technology and regulatory issues.Close
John M. Neclerio
Mr. Neclerio is co-chair of the firm's Technology Transactions, Licensing and Commercial Contracts Practice... | Read More
Mr. Neclerio is co-chair of the firm's Technology Transactions, Licensing and Commercial Contracts Practice Group. He regularly provides general business representation to software, consulting, Internet, e-commerce and technology companies and provides counsel to entities that are licensing or acquiring software or technology related products or services, including advice with respect to agreements to implement open innovation strategies or otherwise commercially exploit intellectual property assets.Close