Drafting Clickwrap and Browsewrap Agreements: Avoiding Enforceability Pitfalls
Authentication, Mutual Assent, Notice, Indemnification, Unilateral Modification, and More
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Tuesday, March 24, 2020
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE course will provide corporate and technology counsel with guidance for drafting essential and often-disputed terms in online contracts, sometimes called “clickwrap” or “browsewrap” agreements. The panel will discuss clauses that should be included in these online agreements and explain strategies for avoiding enforceability pitfalls and resolving contract disputes.
Mr. Gold practices technology and outsourcing law, with over 30 years of experience in the field. His experience includes a wide range of technology-related legal matters including structuring, negotiating, and advising on information technology and business process outsourcings; traditional software transactions such as commercial and strategic software licensing; large-scale systems procurement and development; and technology marketing and strategic alliances. Mr. Gold also counsels clients on legal issues relating to evolving internet business models, blockchain technology, open source software, and data security and intellectual property matters for software and information content.
Mr. Gopalan practices in the area of corporate transactions, focusing on complex technology deals as well as public company securities issuances and reporting requirements. He represents companies of all sizes, both vendor- and customer-side, with respect to technology and other commercial transactions, including related to large-scale IT and business process outsourcing and insourcing, enterprise resource system deployment and restructuring, software and other licensing arrangements (including open-source components, shrinkwrap and clickwrap agreements), telecommunications, internet service provision, Wi-Fi, SaaS, and other vendor and supply chain procurement matters.
When selling goods or services via the internet, or when providing information through websites, retailers and service providers seek to have consumers enter into agreements usually by clicking on a button indicating that they accept the website's terms of use. The enforceability of these agreements has been the subject of many court cases.
As the legal landscape surrounding online contracts continues to evolve, corporate counsel must understand the latest standards regarding the enforceability of contracts. Counsel must carefully draft and manage provisions impacting contract authentication, mutual assent, notice, indemnification, and unilateral modification and must also help ensure that website terms and conditions are presented in a manner that will be found to make the agreement enforceable.
Listen as our panel of attorneys experienced in online contracting discusses best practices for drafting and structuring these terms. The panel will discuss key clauses that should be included in the contracts and provide strategies for avoiding common pitfalls.
- Recent case law on so-called clickwrap and browsewrap agreements
- Key terms and enforceability challenges
- Notice
- User acceptance
- Mutual assent
- Authentication
- Indemnification
- Modification
- Forum selection
- Arbitration
- Other key terms
The panel will review these and other key issues:
- How does calling online agreements "clickwrap" or "browsewrap" confuse the enforceability analysis?
- What contract terms are most frequently included in online agreements?
- How can corporate counsel best mitigate risk when drafting the agreements?
- What are the most commonly disputed contract terms and what are some effective strategies for resolving them?
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