• videocam On-Demand Webinar
  • signal_cellular_alt Intermediate
  • card_travel Commercial Law
  • schedule 90 minutes

Business Continuity and Disaster Recovery Provisions in Technology Contracts: Key Concepts, Strategies

About the Course

Introduction

This CLE program will provide counsel with strategies for structuring and negotiating business continuity and disaster recovery (BCDR) provisions in strategic technology and commercial contracts.

Description

BCDR provisions are increasingly vital, particularly in technology contracts. These clauses have become a primary concern for companies that depend on third-party technology providers to support mission-critical services. Recent disruptions, including the devastating wildfires in Los Angeles, have highlighted the vulnerability of even well-established organizations to unexpected business interruptions. Such events underscore the need for clear, enforceable BCDR clauses that address both the immediate recovery of operations and long-term resilience in technology service agreements.

For contract attorneys, drafting and negotiating BCDR terms requires expertise in risk management, contractual remedies, and the nuances of service level agreements. These provisions often involve concepts such as recovery time objectives (RTOs), recovery point objectives (RPOs), and cascading responsibility among multiple parties, including subcontractors and cloud service providers. Additionally, attorneys must be adept at balancing business needs with legal protections to ensure that these clauses are both practically feasible and enforceable. Poorly drafted or ambiguous BCDR terms can expose businesses to significant operational and financial risks, particularly in the aftermath of large-scale disasters, where inadequate disaster recovery plans can lead to extended downtimes and significant losses.

Listen as our expert panel provides practical strategies for drafting and negotiating BCDR clauses, key legal and operational risks to consider, and how to structure these provisions to protect organizations from risks associated with business interruptions.

Presented By

Michael R. Overly
Partner
Foley & Lardner LLP

Michael R. Overly is a partner and intellectual property lawyer with Foley & Lardner LLP where he focuses 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. Michael is a member of the Technology Transactions, Cybersecurity, and Privacy and Privacy, Security Information Management Practices. Michael is one of the few practicing lawyers who has satisfied the rigorous requirements necessary to obtain the Certified Information System Auditor (CISA), Certified Information Privacy Professional (CIPP), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified Risk and Information System Controls (CRISC), and Certified Outsourcing Professional (COP) certifications. Mr. Overly’s numerous articles and books have been published in the United States, Europe, Korea, and Japan. He has been interviewed by a wide variety of print and broadcast media (e.g., the New York Times, Los Angeles Times, Business 2.0, Newsweek, ABCNEWS.com, CNN, and MSNBC) as a nationally recognized expert on technology and security related matters. In addition to conducting seminars in the United States, Norway, Japan, and Malaysia, Mr. Overly has testified before the U.S. Congress regarding online issues.

Aaron K. Tantleff
Partner
Foley & Lardner LLP

Mr. Tantleff is a partner at Foley & Lardner LLP and a recognized authority in technology transactions, cybersecurity, and data privacy. Drawing on his prior experience as global director of intellectual property for a NASDAQ-listed information technology company and acting associate general counsel for an NYSE-listed consulting firm, he brings rare fluency in the commercial, operational, and legal dimensions of enterprise technology to boardroom and C-suite engagements. Mr. Tantleff's practice spans privacy and cybersecurity compliance and incident response, outsourcing, IP licensing, open-source strategy, big-data monetization, and strategic transactions. He is also at the forefront of the Firm’s artificial intelligence advisory capabilities, counseling companies, boards, and executive teams on strategic AI governance and adoption, including the design and analysis of agentic AI systems, AI agent testing and evaluation, AI-related contracting, and the development of frameworks that align AI initiatives with evolving regulatory, ethical, and commercial standards. A sought-after speaker and thought leader on emerging technology risk and resilience, Mr. Tantleff's practice blends hands-on transactional rigor with forward-looking counsel on AI’s transformative role in enterprise strategy.

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


  • Live Online


    On Demand

Date + Time

  • event

    Tuesday, March 11, 2025

  • schedule

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

  1. Role and scope of BCDR
    1. The growing importance of BCDR clauses in today's tech contracts
    2. Legal implications of BCDR failures: financial loss, liability, and regulatory exposure
    3. Key distinctions between BCDR provisions in different types of technology agreements (cloud services, SaaS, IT outsourcing, etc.)
  2. Key legal concepts
    1. RTOs and RPOs
    2. Performance and recovery timelines
    3. Enforceability
    4. Third-party responsibility and liability
  3. Negotiating effective BCDR terms
    1. Remedies, penalties, and performance guarantees
    2. Force majeure
    3. Common pitfalls
  4. Emerging trends and evolution of BCDR clauses

The panel will review these and other key issues:

  • What are the essential components of a legally sound BCDR clause in a technology contract?
  • How can contract attorneys navigate the complexities of negotiating BCDR terms with sophisticated vendors?
  • What legal principles underpin the enforceability of BCDR clauses, and how can these terms be structured to minimize litigation risks?