Software Development Agreements: Negotiating and Drafting Key Provisions

Structuring Contracts to Allocate Risk, Avoid Legal Pitfalls, and Minimize Liability

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

This program is included with the Strafford CLE Pass. Click for more information.
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Conducted on Tuesday, January 21, 2014

Recorded event now available

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Course Materials

This CLE course will provide business counsel with a roadmap for drafting and negotiating key provisions in software development agreements. The panel will discuss clauses that should be included in the agreements and strategies to avoid common contractual pitfalls.


Software development agreements are unique and technical contracts that involve a great deal of risk. Counsel to customers and vendors must understand the key clauses that should be included in software development agreements and common challenges with drafting and negotiating the contracts in order to provide useful guidance to clients.

Business counsel should focus closely on provisions addressing the scope of the agreement and deliverables, intellectual property rights, fees, privacy and security, and software support. Indemnity, limitations of liability, and representations and warranty provisions are also critically important.

Listen as our authoritative panel explains best practices for negotiating and drafting software development agreements. The panel will discuss key provisions that should be included in the agreements and considerations for customers and vendors during contract negotiations to minimize risk.



  1. Key terms in software development agreements
    1. Scope of the agreement and deliverables
    2. Specification and requirements documents
    3. Intellectual property
    4. Fees
    5. Security issues
    6. Restraints
    7. Defects and modifications
    8. Limitations on liability
    9. Indemnification
    10. Representations and warranties
    11. Ownership and rights to improvements
  2. 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 software development agreements?
  • How can counsel for businesses and vendors entering software development contracts best mitigate risk when drafting and negotiating the agreements?
  • What are the most commonly disputed issues during 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.


Daniel C. Glazer
Daniel C. Glazer

Fried Frank Harris Shriver & Jacobson

Mr. Glazer has a transactional and general counseling practice, focusing on domestic and cross-border IP, technology...  |  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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