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Integrating Information Security Protections in Supplier Agreements: Guidance for Business and Technology Counsel

Evaluating Data Security Risks, Negotiating Contractual Protections, Monitoring Supplier Performance

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, May 25, 2021

Recorded event now available

or call 1-800-926-7926

This CLE course will guide business and technology counsel for incorporating information security protocols into supplier contracts. The program will discuss due diligence strategies, specific clauses to include in agreements, and effective tactics for monitoring supplier performance and compliance with contractual terms and relevant privacy and security laws.


Designing an information security protocol requires a unified approach that includes robust security policies, ongoing employee education, and effective technology systems (firewalls, encryption, etc.). Company counsel must ensure continuous security audits and well-drafted contracts with business partners and other suppliers that specifically address information security. Any agreement that permits third-party access to a company's network, facilities, data, or confidential information should include ironclad information security protocols.

Incorporating information security into technology contracts involves three critical components: 1. internal and supplier due diligence; 2. contractual protections; and 3. information handling and security procedures and requirements, generally in the form of contract exhibits. Counsel should notify suppliers at the outset that the information they provide during information security due diligence will be relied upon during vendor selection and become part of the contract.

When drafting supplier contracts, business and technology counsel should broadly define confidentiality to include all potentially private information. Agreements should limit the use of subcontractors, address personnel due diligence, and use warranties and indemnity provisions to limit risk. Where appropriate, counsel should attach specific information handling requirements as an exhibit to the contract.

Listen as our authoritative panel explains best practices for integrating information security protections in the supplier contracting process. The panel will discuss key provisions to include in supplier agreements and considerations for customers and vendors during due diligence, contract negotiations, and post-execution.



  1. Overview
  2. Internal and vendor due diligence
  3. Contractual protections
  4. Information handling and security procedures and requirements


The panel will review these and other key issues:

  • What types of business information require security protection and why are contractual protections important?
  • What mistakes do businesses make when designing a comprehensive security protocol?
  • What issues should business counsel address during initial internal due diligence? What should counsel address in supplier due diligence?
  • What are the contractual protections to include in supplier agreements?
  • What issues should business counsel anticipate when negotiating with suppliers?


Overly, Michael
Michael R. Overly

Foley & Lardner

Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware...  |  Read More

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