Negotiating Service Level Agreement Key Terms: Scope of Work, Quality of Service, Customer and Vendor Responsibilities

Drafting Provisions that Anticipate and Address System Implementation Problems, Downtime, Data Security, Contract Exit and More

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

Conducted on Wednesday, December 21, 2016
Recorded event now available

This CLE webinar will provide guidance to business and technology counsel for drafting and negotiating service level agreements (SLAs) between customers and software and cloud vendors that address how new technology systems will be implemented, the level of customer support to be provided, and adequate data security measures.


Given the evolving nature of technology services, including the burgeoning adoption of a variety of cloud computing service delivery models by many businesses, drafting and negotiating SLAs continue to present ongoing challenges for customers and vendors. All too often, customers are asked to irrevocably pay for a service for which the vendor has little or no responsibility to actually provide.

SLAs address the level of anticipated service as it relates to the provision of technology systems, expected customer support and data security protections. Well drafted and effective SLAs define what happens when the unanticipated occurs or relationships break down.

When negotiating SLAs with cloud service vendors, customers must pay particular attention to how their data will be protected while in transit or storage. In addition, in today’s cloud environment, customers must also be concerned with where in the world their data will be stored and accessed.

Listen as our authoritative panel discusses considerations for negotiating SLAs between customers and software vendors amid evolving technology systems, processes and best practices.


  1. Structuring SLAs
    1. Key provisions
    2. Measuring tools
    3. Reporting
    4. Standards
    5. Common issues and remedies
  2. Special considerations for cloud SLAs


The panel will review these and other key questions:

  • How can customers and vendors best mitigate risk when drafting and negotiating SLAs?
  • What unique issues do customers face when negotiating and drafting SLAs for cloud services?
  • What can be done when SLAs are provided by vendors as “non-negotiable”?


Michael R. Overly, Partner
Foley & Lardner, Los Angeles

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).

Kristie D. Prinz
The Prinz Law Office, Silicon Valley, CA

Ms. Prinz's practice focuses on representing hardware, software, software-as-a service (“SaaS”), telecommunications, information technology, marketing, online advertising, biotech, medical device, medical software, health technology, Internet-based companies, and Internet-based healthcare-focused companies on a variety of domestic and international transactional matters. Her focus includes drafting and negotiating technical commercial agreements; developing standard terms of service; negotiating and drafting licensing agreements and collaborations; and advising companies generally on how to protect their intellectual property. Prior to opening her own firm, she was in the licensing group of the New York-based intellectual property firm of Pennie & Edmonds LLP in Palo Alto, CA.


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