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

Conducted on Wednesday, December 9, 2015

Recorded event now available

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Program Materials

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.


Representations, warranties and indemnification provisions are key clauses in technology agreements. Reps and warranties require the parties to disclose and explain specific transactional risks and give them an opportunity to exit the contract under certain circumstances. Indemnification clauses outline which risks are indemnified, exclusions from indemnity, and how to make an indemnification claim.

Vendors’ counsel frequently seek broad disclaimers of warranties provisions and strict indemnification clauses. Counsel to software and hardware purchasers must strategically negotiate these clauses to ensure their clients’ rights are adequately protected. Counsel for both purchasers and vendors must anticipate and address potential statutory limitations, as well as enforcement and procedural hurdles.

Listen as our panel of attorneys experienced in negotiating technology contracts discusses best practices for drafting and negotiating representations, warranties and indemnities in the agreements. The panel will provide strategies for avoiding common negotiation and enforcement pitfalls and resolving contract disputes.



  1. Drafting representation and warranties provisions
    1. Types of reps and warranties
    2. Scope of reps
    3. Scope of warranties
    4. Continuing warranties
  2. Drafting indemnification provisions
    1. Statutory and common law limitations
    2. Key provisions
    3. Exculpatory clauses
  3. 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
Diane L. Karnay

Counsel, Trade-Mark Agent
Wilson Vukelich

Ms. Karnay has over 25 years’ experience in private practice and as corporate counsel. She practices corporate...  |  Read More

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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