Drafting Software Agreement Warranty, Limitation of Liability, and Indemnification Provisions
Negotiating Clauses That Protect Against Service Defects, Limit Potential Damages, and Allocate Risk
About the Course
Introduction
This CLE course will guide technology and business counsel on drafting and negotiating enforceable limitation of liability (LOL), indemnification, and warranty provisions in software agreements. The panel will discuss crucial considerations for crafting the clauses, potential enforceability challenges, and the interplay between the provisions.
Description
While warranty, LOL, and indemnification provisions are significant in software contracts, they are among the most complex and confusing to draft and interpret. Technology and business counsel must strategically negotiate these provisions to protect clients' rights.
Warranty provisions outline assurances that the software will perform according to contract specifications. Software developers frequently seek broad disclaimers of warranties and strict indemnification clauses.
LOL provisions seek to limit the dollar amount and type of damages allowed in the event of a breach of contract. Counsel must avoid ambiguity in drafting these clauses and consider the software vendor's and the customer's interests.
Indemnification clauses allow the parties to contractually shift risk and reduce liability exposure for third-party claims against them when entering into a software agreement. Valid indemnification clauses clearly outline risks indemnified or excluded from indemnity and define procedures for making an indemnification claim. Different state laws may affect certain aspects of these provisions.
Listen as our authoritative panel explains best practices for drafting and negotiating warranty, LOL, and indemnification provisions in software agreements. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling the three clauses.
Presented By
Mr. Galkin dedicates his legal practice to representing SaaS, artificial intelligence (AI), e-commerce, information technology and new media businesses across the U.S. and around the world. He serves as a trusted adviser to startup, emerging, established and multinational corporations on their core commercial transactions including licensing, AI governance, development, alliance, distribution, outsourcing arrangements, IP licensing and transfer, regulatory compliance, and agreements for SaaS and online businesses. Mr. Galkin's broad experience gained during more than 20 years in practice allows him to provide cutting-edge, creative and practical solutions to complex problems relating to information technology, intellectual property licensing and other commercial transactions that impact daily business operations. He has served as an adjunct professor of Computer Law at the University of Maryland School of Law; an adjunct professor of Business Law at the Merrick School of Business at the University of Baltimore; Special Intellectual Property Counsel for the Office of the Maryland Attorney General; and Chairperson of the “Crimes in Cyberspace Panel” for the National Information Systems Security Conference (Sponsored by the National Security Agency).
Mr. Kabak focuses his practice on technology and outsourcing matters. He advises companies in a variety of industries, including financial services, healthcare and personal care, on business process and IT outsourcing. Mr. Kabak drafts and negotiates corporate technology agreements including those for software and data licenses, subscription services, consulting and professional services engagements, hardware purchases, managed hosted and cloud computing services, and joint ventures.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, April 14, 2026
- schedule
1:00 p.m. ET/10:00 a.m. PT
I. Drafting considerations and best practices for warranty, LOL, and indemnification clauses
II. Interplay between provisions
III. Enforceability challenges
IV. Practitioner takeaways
The panel will review these and other crucial issues:
- How can technology and business counsel mitigate and allocate risk when drafting and negotiating warranty, LOL, and indemnification provisions in software agreements?
- What are the most commonly negotiated warranty and indemnification provisions in different types of software and technology agreements?
- What disputes arise in negotiating these clauses, and what are practical strategies for resolving them?
- How should the various state laws and the courts' varying interpretations of indemnification provisions impact drafting these provisions and the parties' ability to recover?
- What challenges do parties often face when making an indemnification claim?
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