Negotiating Information Technology Contracts

Crafting Representations and Warranties, Damages and Limitation of Liability Clauses

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

Conducted on Wednesday, August 17, 2011

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will provide business counsel with a roadmap for crafting and negotiating common contractual provisions in technology agreements. The panel will discuss clauses that should be included in the agreements and explain strategies for avoiding common negotiation pitfalls and resolving contract disputes.


Negotiating information technology (IT) contracts is challenging for counsel to software and hardware purchasers due to vendors’ frequent use of overly broad disclaimers of warranties provisions and strict limitation of liability clauses.

Liquidated damages clauses in IT contracts are a common source of contention because the specified damages are frequently insufficient to cover the types of damages the purchaser would likely face if the technology fails.

When negotiating and drafting IT contracts, it is important that counsel to both the purchaser and vendor understand and anticipate potential statutory limitations, as well as enforcement and procedural hurdles. The use of boilerplate provisions is very risky.

Listen as our panel of attorneys experienced in negotiating IT contracts discusses best practices for drafting and negotiating the agreements. The panel will discuss specific clauses that should be included in contracts and provide strategies for avoiding common negotiation pitfalls and resolving contract disputes.



  1. Recent legal developments and business trends in information technology contracting
  2. Commonly negotiated provisions
    1. Scope of services
    2. Representations and warranties
    3. Limitation of liability
    4. Damages
    5. Payment terms and fees
    6. Dispute resolution
    7. Termination
  3. Strategies for streamlined negotiations and resolving contract disputes


The panel will review these and other key questions:

  • What contract terms are most frequently included in information technology (IT) contracts?
  • How can counsel for purchasers and vendors entering IT contracts best mitigate risk when drafting and negotiating the agreements?
  • What are the most commonly disputed issues during IT contract negotiations and what are some effective strategies for resolving them?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Matthew A. Karlyn
Matthew A. Karlyn
Foley & Lardner

He is a member of the firm's Information Technology & Outsourcing Practice. He has extensive experience with...  |  Read More

Danielle Sheer
Danielle Sheer
General Counsel

She is responsible for Carbonite’s worldwide legal affairs, including data security and privacy compliance,...  |  Read More

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