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Software and Cloud Computing Contracts: Updating Representations, Warranties, and Indemnification Provisions

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 7, 2024

Recorded event now available

or call 1-800-926-7926

This CLE course will guide business and technology counsel in reviewing and revising representations, warranties, and indemnification clauses in software and cloud computing agreements against the backdrop of increased malware threats and other security vulnerabilities. The panel will discuss key considerations when updating risk mitigation provisions and potential enforceability challenges with these clauses.


While representations, warranties, and indemnification provisions have become commonplace in software and cloud computing contracts, many agreements have continued to rely on decades-old provisions that do not consider recent ransomware outbreaks and other security vulnerabilities. Modernizing these provisions is critical to minimizing liability exposure.

Vendors' counsel frequently seek broad disclaimers of warranties and strict indemnification clauses. Counsel to technology purchasers must strategically negotiate these clauses to protect their clients' rights. Counsel for both purchasers and vendors must anticipate and address technological and practical limits, as well as enforcement and procedural hurdles.

Listen as our panel of attorneys, experienced in negotiating technology contracts, discusses best practices for updating and enforcing representations, warranties, and indemnities in software and cloud computing agreements to protect against the threat of computer viruses and other security vulnerabilities.



  1. Updating representation and warranties provisions
    1. Scope of representations
    2. Scope of warranties
    3. Warranties specific to malware threats
    4. Continuing warranties
  2. Updating indemnification provisions
    1. Statutory and common law limitations
    2. Key provisions
    3. Exculpatory clauses
  3. Enforcing indemnification provisions


The panel will review these and other notable issues:

  • How can counsel best mitigate and allocate risk when reviewing and revising representations, warranties, and indemnification clauses in software and cloud computing agreements?
  • What gaps in current software vulnerabilities indicate "anti-virus" and "anti-malware" contract provisions? How can these gaps be addressed in updated warranty provisions?
  • How have the courts' varying interpretations of indemnification provisions impacted parties' ability to shift liability in IT contracts?
  • What challenges do parties commonly face when seeking to make an indemnification claim?


Gold, Steve
Steve Gold


Mr. Gold practices technology and outsourcing law, with over 30 years of experience in the field. His experience...  |  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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