• videocam Live Webinar with Live Q&A
  • calendar_month November 18, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Contracts
  • schedule 90 minutes

Drafting IT Master Services Agreements: Guidance for Purchaser and Vendor Counsel

Defining Project Scope and Obligations, Pricing and Payment Terms, Data, Cybersecurity, and AI Issues

About the Course

Introduction

This CLE course will provide business and technology counsel with a roadmap for drafting and negotiating information technology (IT) master services agreements (MSAs). The panel will discuss key provisions in the agreements, including provisions addressing data rights, privacy, cybersecurity, and AI-enabled services, and strategies for avoiding common negotiation pitfalls and resolving contract disputes.

Description

Using IT MSAs brings efficiency and consistency to contracting for technology services. Before negotiating and drafting an MSA, counsel representing technology purchasers and suppliers must clearly understand the purchaser's business objectives, the scope of services, expected deliverables, the scope of the work, warranty and other remedies, and performance and payment obligations and applicable data use, privacy, cybersecurity, and AI-related requirements.

Careless drafting of MSAs or focusing solely on price during contract negotiations can be a grave mistake that leads to lost money and time, eroded goodwill, disputes, and litigation.

Listen as our authoritative panel discusses best practices for drafting and negotiating IT MSAs. The panel will discuss necessary clauses for the contracts, explain how they interplay with accompanying statements of work, and provide strategies for avoiding common drafting pitfalls and resolving contract disputes.

Presented By

Mark W. Heaphy
Partner
Wiggin and Dana LLP

Mr. Heaphy chairs the firm’s Outsourcing and Technology Practice Group and Co-chairs its India practice, where he leads a broad-based, supplier-focused team of experienced professionals representing a diverse group of global providers of technology and services related to outsourcing, software, robotics, and the cloud. He has decades of experience advising on all aspects of sourcing and procurement, from initial RFP through implementation, go-live and beyond. Global service providers rely on his expertise to help them structure, negotiate and document domestic, near-shore and off-shore outsourcing strategies in North and South America, Europe, Asia, the Middle East and Africa. Mr. Heaphy leads negotiation teams and leverages deep market knowledge to advise clients on developing competitive contracting processes and legal positions. He has worked on hundreds of sole-sourced and competitively bid transactions, including BPO, ITO, digital transformation, data analytics, robotic process automation, cloud migration, SAAS, E-commerce, blockchain, social media platforms, software development, licensing, joint ventures, strategic alliances and cross-border technology transfers. Mr. Heaphy also has extensive experience helping clients navigate data privacy laws, implement data-security best practices and structure privacy compliance programs. He regularly serves as a trusted advisor to client crisis management teams responding to adverse cybersecurity incidents, including hackers, internal and external security breaches and other immediate threats to the confidentiality, integrity and availability of proprietary data.

Brad L. Peterson
Partner
Mayer Brown LLP

Mr. Peterson leads the firm’s Technology & IP Transactions, Outsourcing and Artificial Intelligence. He has focused his practice for 20 years on helping companies work better with their technology and operations supplies. Mr. Peterson has represented customers in dozens of large outsourcing agreements with, cumulatively, over $10 billion in contract value. He has represented clients in all major types of outsourcing transactions and has negotiated opposite all of the first tier and most of the second-tier providers. Mr. Peterson is a frequent speaker and writer on outsourcing topics, among others.

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


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, November 18, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Key provisions in IT MSAs including data rights, privacy, cybersecurity, and use of AI

II. Purchaser considerations

III. Vendor considerations

IV. Anticipating common drafting issues and streamlining negotiations

The panel will review these and other highly relevant issues:

  • What are the essential questions counsel to purchasers and suppliers must first consider before negotiating and drafting an IT MSA?
  • What are the most frequently included contract terms in MSAs (including terms addressing data use, privacy, cybersecurity, and use of AI)?
  • What are the most commonly disputed issues during contract negotiations and practical approaches to resolving them?