Negotiating Representations, Warranties and Indemnification Clauses in Technology Agreements
Best Practices for Minimizing Risk, Allocating Liability, and Enforcing Remedies
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide guidance to business and technology counsel for drafting and negotiating representations, warranties and indemnification clauses in technology agreements. The panel will discuss key considerations when drafting the provisions, potential enforceability challenges, and strategies for avoiding common negotiation pitfalls.
- Drafting representation and warranties provisions
- Types of reps and warranties
- Scope of reps
- Scope of warranties
- Continuing warranties
- Drafting indemnification provisions
- Statutory and common law limitations
- Key provisions
- Exculpatory clauses
- Enforcing indemnification provisions
The panel will address these and other key issues:
- How can business counsel best mitigate and allocate risk when drafting and negotiating representations, warranties and indemnities in technology agreements?
- What are the most commonly disputed issues when negotiating these clauses and what are some effective strategies for resolving them?
- How have the courts’ varying interpretations of indemnification provisions impacted parties’ ability to shift liability in technology contracts?
- What enforceability challenges do parties commonly face when seeking to make an indemnification claim?
What are the recent troubling trends in the industry on these critical issues?
Diane L. Karnay
Counsel, Trade-Mark Agent
Ms. Karnay has over 25 years’ experience in private practice and as corporate counsel. She practices corporate... | Read More
Ms. Karnay has over 25 years’ experience in private practice and as corporate counsel. She practices corporate and commercial law in the firm’s Business Law Group. Ms. Karnay provides general corporate advice to both for-profit and not-for-profit clients, negotiates and implements commercial transactions, and has significant experience in mergers and acquisitions, information technology, e-commerce, privacy, information technology and business process outsourcing, franchising, trade-mark and copyright matters.Close
Michael R. Overly
Foley & Lardner
Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware... | Read More
Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and on-line law. He is the co-author of A Guide to IT Contracting: Checklists, Tools and Techniques (CRC Press, 2012).Close