BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, May 7, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

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.

Faculty

Michael R. Overly
Partner
Foley & Lardner LLP

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).

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Steve Gold
Member
GoldTechLaw, LLC

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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

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.

Outline

  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

Benefits

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?