Updating Reps, Warranties and Indemnification Provisions in Software and Cloud Computing Contracts

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

Conducted on Wednesday, May 22, 2019

Recorded event now available

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Program Materials

This CLE webinar will guide business and technology counsel for reviewing and revising representations, warranties and indemnification clauses in software and cloud computing agreements, given increased malware threats and other security vulnerabilities. The panel will discuss key considerations when updating risk mitigation provisions and potential enforceability challenges with the 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 take into account recent ransomware outbreaks and other security vulnerabilities. Modernizing these provisions is critical to minimizing liability exposure.

Vendors' counsel frequently seek broad disclaimers of warranties provisions 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 potential statutory 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 reps
    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 to 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 enforceability challenges do parties commonly face when seeking to make an indemnification claim?


Gold, Steve
Steve Gold


Mr. Gold is chair of the firm’s cross-departmental technology and outsourcing practice team with 30 years of...  |  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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